Memorando de Entendimentos Contrato Preliminar Template for Brasil

A Memorando de Entendimentos Contrato Preliminar is a preliminary contract that establishes the legal framework for future business negotiations between parties in Brazil. This document creates binding obligations while parties work toward a definitive agreement, providing legal certainty during the negotiation process under Brazilian civil law.

When do you need this document?

You need a Memorando de Entendimentos when you're entering complex business negotiations that require time to develop. This includes joint ventures between companies, strategic partnerships requiring due diligence, real estate development projects with multiple phases, or international business collaborations where parties need to align on fundamental terms before committing significant resources. The document is particularly valuable when negotiations involve substantial investments, intellectual property sharing, or when parties need to conduct feasibility studies before finalizing their agreement.

Key legal considerations

Under Brazilian law, your memorandum must clearly define the obligations of each party during the preliminary phase and specify the essential terms of the future definitive contract. Include confidentiality clauses to protect sensitive information shared during negotiations, and establish clear timelines for completing negotiations and executing the final agreement. Define the consequences if parties fail to proceed in good faith or breach their preliminary obligations. Consider including dispute resolution mechanisms and governing law clauses. The document should specify which terms are binding immediately and which will be formalized in the definitive contract. Address exclusivity arrangements if applicable, and include provisions for handling expenses incurred during the negotiation process.

Legal requirements in Brasil

Your Memorando de Entendimentos must comply with the Código Civil (Lei 10.406/2002), particularly articles 421-425 regarding contractual freedom and atypical contracts, and articles 462-466 covering preliminary contracts. The document must meet the validity requirements outlined in articles 104-114, including legal capacity of parties, lawful object, and prescribed form when required. For commercial relationships, provisions of the Commercial Code (Lei 556/1850) may apply. The Lei de Liberdade Econômica (Lei 13.874/2019) establishes principles of economic freedom and good faith that must be observed. Ensure all parties are properly identified with complete legal qualifications, and include specific performance obligations that can be legally enforced. The document should be signed by authorized representatives and, depending on the nature of the business, may require notarization or registration with relevant authorities.