Areas of Practice

Commercial Contracts

Agribusiness

We advise on the drafting and negotiation of commercial contracts, both standard and bespoke, which are fundamental to agribusiness operations. Our specialized advisory services cover agreements and strategic alliances that connect our clients to a diverse network of suppliers, customers, licensors, and other stakeholders in the relevant sectors. Representing our clients’ interests from multiple perspectives, we apply a holistic and comprehensive approach, addressing the legal, operational, and commercial aspects of each matter with precision. Our team devotes particular attention to clearly defining rights and obligations from a business perspective. We seek to minimize litigation risks and to ensure secure and productive commercial relationships.

Work Highlights

We advised a conglomerate in the energy industry on the execution of rural lease and partnership agreements, aimed at optimizing the use of land and resources

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Maria Eduarda Bérgamo
Maria Eduarda Bérgamo

Partner

Food & Beverage

Our practice covers essential commercial contracts in the sector, both domestically and internationally. We assist in structuring sourcing and procurement arrangements to ensure quality and compliance in raw material acquisition, as well as in developing sales and distribution plans across traditional and e-commerce channels. We facilitate joint ventures and strategic collaborations to drive innovation and expansion, while also focusing on optimizing manufacturing and logistics chains. Our support extends to contracting manufacturing and research partners. Additionally, we advise on digital transformation initiatives, implementing technologies that enhance operational efficiency. We also design Everything-as-a-Service arrangements and solutions, enabling flexible business models adaptable to market needs.

Work Highlights

We led the drafting and negotiation of sourcing contracts for a food company seeking high-quality international suppliers. We assisted in establishing terms that ensured compliance with both local and international regulations

We assisted a craft beverage brand in developing a sales plan that integrated both physical retail and e-commerce channels

We worked with a major food industry company to optimize its distribution and logistics chain by streamlining its distributor structure across Latin America and implementing best practices in storage and transportation, which together reduced operational costs and improved delivery times for the products in its portfolio

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Consumer Goods & Retail

We provide specialized advice on the drafting, review, and negotiation of strategic contracts for the consumer goods and retail sector, covering every stage of the chain, which includes, without limitation, supply and manufacturing (recurring purchase, private label, co-manufacturing, quality and compliance, recall management, and traceability), distribution and channels (exclusive/selective distribution, franchising, commercial agency, trade marketing, discount, bonus, and rebate policies), brick-and-mortar and digital retail operations (marketplace, e-commerce, omnichannel, reverse logistics, payment arrangements, anti-fraud), marketing and data (brand licensing, co-branding, influencer partnerships, loyalty programs, LGPD), in addition to services, warehousing, transportation, technology (SaaS/DPA, APIs, integration), construction, and fit-out contracts. Our work is multidisciplinary, integrating corporate, regulatory, antitrust, labor, and tax aspects, and calibrating solutions according to the dynamics of each channel and product category.

Work Highlights

We advised a client on the drafting and negotiation of commercial contracts relating to the sale of durable consumer goods, such as clothing and home décor items, in a digital marketplace environment

We advised clients on the drafting and negotiation of commercial contracts governing the manufacturing of sustainable products and cosmetics

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Decarbonization

We act in the drafting and negotiation of contracts and memoranda of understanding aimed at the generation and commercialization of carbon credits, ensuring that the legal, regulatory, and commercial aspects are duly integrated in order to maximize the value generated.

Work Highlights

We advised a client on the drafting of a Memorandum of Understanding (MoU) for the acquisition of technologically captured carbon from biogenic sources, intended for a BECCS (Bioenergy with Carbon Capture and Storage) project. This transaction included the assessment of legal and technical aspects, ensuring the feasibility of the project and compliance with the applicable regulations

We conducted the review and negotiation of an ERPA for a client purchasing carbon credits in the voluntary market. The focus was to ensure that the terms of the contract were aligned with commercial expectations and regulatory requirements, in addition to maximizing the financial benefits of the transaction

We acted on an innovative geological carbon capture and storage project focused on biogenic sources. We provided support in building the project’s risk matrix, addressing technical, regulatory, and financial uncertainties. In addition, we developed risk mitigation strategies and advised on the negotiation of the legal instruments necessary to make the project viable, including the development of Brazil’s first Joint Operating Agreement (JOA) for the injection of CO₂ into geological reservoirs

We advised clients on the drafting and negotiation of service agreements for the geological storage of CO₂. This included the contracting of essential services, such as the construction of an exploratory well intended to assess the feasibility of injecting CO₂ into geological reservoirs. Our team ensured that the contracts covered critical aspects of the operation, such as deadlines, technical responsibilities, risk management, and regulatory compliance

Alexandre Calmon
Alexandre Calmon

Partner

Bruna Rocha
Bruna Rocha

Partner

Isabela Morbach
Isabela Morbach

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Energy

Commercial contracts are the foundation of operations in the oil industry, ensuring security and predictability in the relationships among companies, suppliers, partners, and clients. In a highly regulated environment characterized by significant investments and operational complexity, structuring robust and well-drafted contracts is essential to enable projects, secure the supply of resources, manage risks, and align the interests of the parties involved. The commercial contracts practice covers everything from supply and service agreements to joint ventures and strategic partnerships, ensuring that all operations are conducted efficiently, safely, and in compliance with legal and regulatory requirements. Our contracts practice offers strategic and specialized support in the drafting, negotiation, and performance of contracts in the oil industry, including EPC/EPCM for large infrastructure projects, joint ventures and JOAs for exploration and production, supply and offtake agreements, licensing and concession, construction and maintenance contracts, transportation and logistics, chartering contracts, EPC and BOP for FPSOs, farm-in and farm-out for the acquisition of interests, and the purchase and sale of assets, always focusing on legal certainty, commercial efficiency, and regulatory compliance.

Work Highlights

We have advised several IOCs and NOCs in the negotiation of sales and purchase agreements (FOAs), JOAs, JBAs, NDAs, asset sharing agreements, and marketing agreements over more than 20 years, involving onshore and offshore oil exploration and production assets in Brazil, Angola, and Mozambique

We advise several market players in the analysis and negotiation of contractual instruments for participation in Petrobras tenders, including FPSO chartering and services contracts, EPC, supply, maintenance, bunkering, the provision of port services, including for Ship-to-Ship operations, and infrastructure leasing

We advised a Brazilian energy company in the negotiation of several sales and purchase agreements with global trading companies and international oil companies for petroleum products, including fuel oil, to be used at its refinery

Alexandre Calmon
Alexandre Calmon

Partner

Henrique Rojas
Henrique Rojas

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Life Sciences & Healthcare

Our work covers the commercial contracts that are essential in the sector, both domestically and internationally. We define sourcing and procurement arrangements to ensure quality and compliance in the acquisition of inputs, and we develop sales and distribution plans covering both traditional channels and e-commerce. We facilitate joint ventures and strategic collaborations to drive innovation and expansion, while also looking at the optimization of manufacturing and logistics chains. We provide support in engaging manufacturing and research partners. We structure licensing arrangements that protect our clients' intellectual property and we support research and development initiatives, on the sponsor's side, before CMOs and CROs. In addition, we work on digital transformation, implementing technologies that improve operational efficiency. We also develop Everything-as-a-Service arrangements and solutions, enabling business models that are flexible and adaptable to market needs.

Work Highlights

We advised a renowned Brazilian biotechnology research organization, supporting the company on several commercial contracts, including sourcing and procurement, establishing partnerships with suppliers to ensure the quality and competitiveness of inputs. We structured its distribution network and implemented an e-commerce platform, increasing the availability of its products. We facilitated joint ventures and strategic collaborations, which resulted in the development of new products. In addition, we optimized logistics and the supply chain and implemented digital transformation, improving efficiency. As a result, our client significantly increased its sales, reduced operating costs, and consolidated its position as a leader in innovation in the sector

We worked with a leading Canadian biotechnology company on the negotiation and drafting of a Licensing and Supply Agreement for active pharmaceutical ingredients. This agreement was intended to revolutionize this market in Brazil, involving two major players: a renowned Canadian leader in the field and one of Brazil's largest pharmaceutical companies. Our team worked to create an agreement that addressed the specific needs and concerns of both parties: the licensor secured a strategic position in the growing Brazilian market, while the licensee secured the inclusion of new and innovative products in its portfolio

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Real Estate Transactions

We draft and negotiate commercial contracts, both standard and non-standard, that are essential to agribusiness operations. Our specialized counsel covers agreements and strategic alliances that connect our clients to a diverse network of suppliers, customers, licensors, and other stakeholders in the relevant sectors. Representing our clients' interests from multiple perspectives, we apply a holistic and comprehensive view, precisely addressing the legal, operational, and commercial aspects of each matter. Our team devotes special attention to the clear definition of rights and obligations from a business standpoint. We seek to minimize litigation risk and to ensure secure and productive commercial relationships.

Work Highlights

We advised an energy industry conglomerate on the execution of rural lease and partnership agreements aimed at optimizing the use of land and resources

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Maria Eduarda Bérgamo
Maria Eduarda Bérgamo

Partner

Infrastructure

In an environment marked by large investments and operational complexity, structuring robust, well-drafted construction contracts is essential to make projects feasible, secure the supply of resources, manage risks and align the interests of the parties involved. The commercial contracts practice covers everything from supply and services agreements to joint ventures and strategic partnerships, ensuring that all transactions are conducted efficiently, securely and in compliance with legal and regulatory requirements. Our contracts practice offers strategic, specialized support in the drafting, negotiation and performance of EPC/EPCM contracts for large infrastructure projects, joint ventures, supply agreements, concessions, construction and maintenance contracts, and transportation and logistics contracts, always focused on legal certainty, commercial efficiency and regulatory compliance.

Work Highlights

We advised a client on the negotiation of an EPC contract for the construction of a natural gas thermoelectric power plant

We advised a client on the negotiation of supply and maintenance contracts for large equipment used in water and sewage activities

We advised a client on the negotiation of an EPC contract for the construction of several FPSO modules to be supplied to the state-owned oil and natural gas company

Alexandre Calmon
Alexandre Calmon

Partner

Henrique Rojas
Henrique Rojas

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Mining

Given the operational complexity and the volume of investment, structuring robust contracts is essential to make mining projects viable, mitigate risks, and align the interests of the parties. Our practice ranges from supply and service agreements to the formation of joint ventures, strategic commercial partnerships, and asset purchase and sale agreements. We support the drafting and negotiation of large-scale contracts, such as EPCs for major infrastructure projects, concession agreements, licensing, and joint ventures for mineral exploration, always focused on legal certainty, commercial efficiency, and regulatory compliance.

Work Highlights

We advised a mining company on the drafting and negotiation of commercial contracts and of templates for service and supply agreements, taking into account the applicable corporate, regulatory, labor, and tax aspects, including equipment lease and mineral transportation agreements

We assisted in the review and negotiation of commercial contracts involving a technology startup focused on developing fog forecasting and detection software to be used by companies in the mining sector in the context of a mining hub promoted by leading players in the sector, with the goal of driving new technologies and improving process efficiency

Alexandre Calmon
Alexandre Calmon

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Shipping

We have broad experience in drafting and negotiating commercial contracts in the shipping sector, such as bareboat, time and voyage charters, engineering contracts, sale and purchase of vessels, subsea construction and installation (EPCIs), vessel management contracts, ship-to-ship and ship-to-barge, and the supply of goods and services. Our expertise includes extensive knowledge of the standard forms used in the maritime industry, such as NYPE, Shelltime, Supplytime, Baltime, Gentime, Towhire, Barecon, Gencon, Towcon, Asbatankavoy, Shellvoy, Saleform, Shipman and the IMCA Marine Construction Contract, as well as of the contractual specificities of the Brazilian shipping market, with particular emphasis on public tenders and direct negotiations with Petrobras, and the entire contractual chain arising from such projects, frequently on a back-to-back basis.

Work Highlights

We advised a Brazilian private port terminal for the export of iron ore and other dry bulk products, located on Ilha da Madeira, in Rio de Janeiro, on contract negotiations, regulatory matters and marine insurance for its operation as a ship-to-ship service provider to major players in the oil and gas sector

We assisted an offshore engineering company in negotiations to obtain the assignment of EPC contracts relating to FPSOs, at the time under construction to operate in the Tupi field, in the Brazilian pre-salt, whose construction had to be assigned to the client due to financial difficulties faced by the companies involved in that project

We assisted a leading global shipowner in negotiations and on contractual and regulatory matters in the operation of an FSRU to supply natural gas to the Açu natural gas thermal power plants (GNA) at the Port of Açu, Brazil, which at the time was the largest natural gas thermal power plant in Latin America, with planned energy capacity of 6.4 GW

Alexandre Calmon
Alexandre Calmon

Partner

Henrique Rojas
Henrique Rojas

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Technology

We act in the drafting, review and negotiation of commercial contracts commonly used in the technology sector, such as licensing agreements, software development agreements, services agreements, among others. Our support includes a multidisciplinary analysis of contractual relationships, ensuring that the client is protected in the face of new regulations and legal requirements, including from a corporate, regulatory, labor and tax standpoint.

Work Highlights

We advised clients on the drafting and negotiation of artificial intelligence and conversational intelligence technology development agreements, in the context of the acquisition of a technology company, which governed the development of the company's business under the new corporate management

We advised clients on the drafting and negotiation of commercial contracts and templates for services and supply agreements, taking into account the applicable corporate, regulatory, labor and tax aspects, including licensing agreements

We assisted in the review and negotiation of commercial contracts for the development of fog forecasting and detection software to be used by companies in the mining sector in the context of a mining hub promoted by major players in the mining industry, with the goal of driving new technologies in the sector

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

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