Updated October 2026 · Legal review: Isadora Rizzi, lawyer (OAB/PR 75.878)
Contracts between companies in different countries must address situations that do not arise in domestic contracts: which law applies, where disputes will be resolved, which currency is used and how documents will be recognized in each country.
Governing law
The parties should state which law governs the contract. In Brazil, the Law of Introduction to the Norms of Brazilian Law (art. 9) sets rules for when this is not clear. For international sale of goods, Brazil applies the Vienna Convention (CISG), enacted by Decree No. 8,327/2014, unless the parties exclude it.
Forum or arbitration?
- Forum: the Code of Civil Procedure (art. 25) allows choosing a foreign forum in international contracts.
- Arbitration: widely used in international business. In Brazil, it is governed by Law No. 9,307/1996, and foreign arbitral awards can be recognized by the STJ.
Other important clauses
- Currency, exchange and payment terms.
- Taxes and who bears each one.
- Prevailing language if versions differ.
- Confidentiality and data protection (LGPD).
- Termination, penalties and limitation of liability.
Why do due diligence?
Due diligence is the legal review before the deal: corporate status, lawsuits, debts, relevant contracts and the other party’s compliance. It helps identify risks and negotiate guarantees before signing.
Learn about international contracts →
Legal basis
- Decree-Law No. 4,657/1942 (LINDB), art. 9.
- Decree No. 8,327/2014 (CISG).
- Code of Civil Procedure, art. 25; Law No. 9,307/1996.
Frequently asked questions
Can I choose another country’s law in the contract?
In many cases yes, but there are limits and situations in which Brazilian law applies mandatorily.
Is a contract in English valid in Brazil?
It is valid between the parties, but a sworn translation is usually required for use before Brazilian agencies and courts.
When is due diligence worth it?
Before acquisitions, partnerships, significant investments or long-term contracts.