CONTRACTS

Souto Correa handles domestic and international contracts, providing support and advice to its clients from the very beginning in the negotiation phase to the actual drafting, review and execution of the contracts. The team’s assistance also encompasses any potential discussions of contractual matters, both in Court and in arbitration. Our team provides strategic advice on choice-of-venue and arbitration clauses, negotiation of guarantees, penalties and remedies for breach of contracts and the impacts arising from their termination. The firm also counsels on methods to minimize the risk of possible liabilities during the performance of contracts.

Our professionals have solid experience with cooperation contracts in different legal frameworks to enable commercial deals involving goods and services, such as distribution, agency and franchise agreements. The team also has significant experience with infrastructure contracts, such as EPC, turnkey and construction contracts, and the entailing negotiation of claims arising from such deals. In addition, we provide consultancy related to procurement, service rendering, shipping and logistics contracts, technology, nondisclosure agreements, admission of debts and renegotiations.

 

Recent representations

■ Drafting and review of EPC contracts related to infrastructure works concerning the setting up of a thermoelectric power plant, as well as the formalization and negotiation of contractual claims arising therefrom;

■ Review and drafting of amendments and renegotiation of EPC and Operation and Maintenance (O&M) contracts related to Wind Farms, as well as counselling in the management of loan agreements with the Brazilian Bank of Economic and Social Development (BNDES) and its operation agents;

■ Review of agency agreement templates, drafting of termination agreements, review of best practices, preparation of manuals and rendering of training sessions with contract managers for a range of clients from the footwear, machinery and equipment, consumer goods and electronic industries, both in Brazil and overseas (working along with local lawyers);

■ Evaluation of the requirements for the import and sales of products in Brazil by a manufacturer of electronic devices based abroad, as well as assistance in the drafting of the related sales contracts;

■ In-company training sessions concerning the General Data Protection Regulation (GDPR – in Brazil: LGPD), including the necessary measures for the suitability of policies, terms of consent and contracts with third parties;

■ Review of instrument of admission of debt secured by personal guarantee and by security interest in amounts over than R$300 million concerning companies from the real estate sector;

■ Drafting of contracts for services and procurement for setting up a Small Hydroelectric Power Plant (SHPP);

■ Global consulting services in contractual matters for companies in the computer systems sector, including the review of procurement, leasing, service rendering, agency, assignment of credits, turnkey contracts, among others;

■ Drafting of Memorandum of Understanding for the formalization of the grounds for investments related to Research and Development and of Technology Cooperation contracts;

■ Evaluation of distributors’ chain, review of contracts, identification and risk rating concerning the business model and discussion of mitigation measures;

■ Legal opinions on matters of contractual interpretation, extension and effects of limitation of liability clauses, pre-contractual liability and breach of negotiations.