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Business Contracts

A poorly drafted contract costs far more than a lawyer

Drafting, review and negotiation of contracts for companies in Campinas and the region

From everyday service agreements to complex M&A transactions - contract counsel that protects the business, preserves commercial relationships and prevents disputes. A good contract isn't one nobody reads: it's one that works when you need it.

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When a contract protects you - and when it doesn't
1

Generic clauses or clauses copied from the internet don't reflect how the business actually operates. In a dispute, the unfavorable interpretation may be the only one available.

2

Supply, distribution and partnership agreements without clear exit clauses create dependencies that are hard to undo and lead to costly disputes.

3

M&A transactions depend on well-structured representations, warranties and price adjustment mechanisms. Incomplete due diligence transfers hidden liabilities to the buyer.

4

International contracts must define governing law, venue and currency precisely. Ambiguity here carries a high jurisdictional cost.

M&A
Due diligence, acquisitions and corporate reorganizations
INT
International contracts via the Legalmondo network - 65 countries
20+
Years of experience in business contracts
Our approach

Contracts that reflect
how the business really works

Pilli & Fanucchi's Business Contracts practice is led by partner Conrado Hilsdorf Pilli and covers a company's entire contractual chain - from the agreements that support daily operations to the transactions that shape the future of the business. The starting point is always the same: understand the client's operations before writing a single clause.

A well-drafted contract is not just legally correct. It accurately reflects what the parties agreed, anticipates breach scenarios, sets problem-solving mechanisms and protects the party that commissioned it without destroying the commercial relationship with the other. That is the difference between a contract that works and one that merely exists.

For more complex transactions - acquisitions, mergers, reorganizations, joint ventures and long-term contracts with strategic impact - we work with structured legal due diligence, contingent liability analysis and closing-oriented technical negotiation. The support of the Legalmondo international network ensures that contracts with parties or impact in other countries have the necessary local legal backing in each jurisdiction.

Clarity before complexity

Long contracts full of boilerplate are not necessarily safe. Our standard is precision: every clause exists for a specific reason tied to the client's operations.

Negotiation as part of the service

Drafting is half the work. When needed, we lead or support negotiation with the counterparty - with clear opening, concession and walk-away positions - to reach a contract that truly works for both sides.

Contracts as a management tool

An organized contract portfolio, with deadlines, renewals and obligations monitored, is a strategic asset. We help clients structure and review existing contracts from this perspective.

Two areas of focus

From operational contracts
to structured transactions

Complete coverage at both ends of a company's contractual life.

01
Operational contracts

The legal foundation of daily operations

Every company enters into contracts all the time. The quality of those contracts determines the operation's legal exposure - and most companies only notice the problems once the commercial relationship has already soured.

  • Service and supply agreements
  • Confidentiality (NDA) and non-compete agreements
  • Distribution, representation and agency agreements
  • Commercial leases and loans for use
  • Technology contracts: software licensing, SaaS and development
  • Terms of use and consumer contracts
  • Partnership and operational joint venture agreements
02
Structured transactions and M&A

Transactions that shape the future of the business

Acquisitions, mergers and corporate reorganizations are moments of high legal and financial exposure. The difference between a successful deal and one that ends in litigation starts with the contractual structure and the quality of the due diligence.

  • Pre-acquisition legal due diligence
  • Share purchase agreements (SPA)
  • Shareholders' agreements
  • Memoranda of understanding (MOU) and letters of intent (LOI)
  • Earn-outs, representations and warranties, price adjustment mechanisms
  • Corporate reorganization and spin-off agreements
  • International contracts supported by the Legalmondo network
Services

What we do for your company

Complete contract counsel - from first draft to closing.

01

Contract drafting

Drafting contracts from scratch, based on an understanding of the client's operations, the transaction's objectives and the risks to be allocated. Every draft is written for the specific reality of the business, not adapted from generic templates.

02

Contract review and analysis

Technical reading of drafts sent by the counterparty, identifying problematic clauses, imbalances, relevant omissions and redline suggestions organized by priority. Analysis delivered in plain language for the decision-maker.

03

Negotiation and closing support

Technical legal support during negotiation rounds with the counterparty, definition of acceptable positions and concessions, successive draft revisions and follow-up through signing of the final instrument.

04

Legal due diligence

Review and analysis of a target company's contracts, liabilities, contingencies and obligations in acquisition or reorganization processes. A structured report with risk ratings and mitigation recommendations before closing.

05

International contracts

Drafting and review of contracts with parties or impact in other countries, with technical definition of governing law, venue, arbitration and enforcement mechanisms. Local legal support in 65 countries via the Legalmondo network.

06

Contract portfolio review and management

Mapping, organizing and reviewing the company's contract portfolio: identifying expired contracts, automatic renewals, problematic clauses or gaps in coverage for relevant risks. Delivery of a prioritized regularization plan.

Contract advisory

Have a contract to review
or a transaction to structure?

Briefly describe what you need. One of our specialists will review the context and get back to you with a proposed approach - no commitment, no upfront cost.

Talk to a specialist →

Response within 24 business hours

Who serves your company

Specialist responsible for the practice

Conrado Hilsdorf Pilli
Founding Partner
Conrado Hilsdorf Pilli
Brazilian Bar (OAB/SP) 236.753

Founding partner in charge of Pilli & Fanucchi's Business Contracts practice, Conrado Hilsdorf Pilli has more than 20 years of experience advising small and mid-sized companies, with solid expertise in structuring complex contractual relationships, M&A transactions and high-value negotiations.

His approach is marked by an integrated view of the legal aspects and the logic of the business: before any contract, the goal is to understand what the client wants to build or protect. From there, the legal structure serves the business - not the other way around. This approach shows both in drafting everyday operational contracts and in leading due diligence and closing more complex transactions.

He coordinates the team's work on international contracts, supported by the Legalmondo network for matters involving foreign jurisdictions, and personally leads negotiations in the transactions of greatest strategic relevance to the firm's clients.

Business contracts M&A and due diligence International contracts Negotiation Shareholders' agreements Corporate restructurings
Insights

Insights on Business Contracts

Content produced by our team on contract topics relevant to your company's operations (in Portuguese).

See all insights →
Frequently asked questions

Questions our clients often ask

As a rule, yes - the law does not require written form for most contracts. The problem is proof: without a clear document, it is hard to show what was agreed on price, deadlines and responsibilities if a dispute arises.
Generic templates rarely reflect how the business operates. They tend to leave gaps on penalties, termination, liability and data protection - precisely the points that most often lead to disputes. A tailored contract protects what is specific to your business.
A well-defined scope, price and payment terms, deadlines, each party's obligations, penalties and termination events, confidentiality, LGPD (data protection) clauses when personal data is involved, and the choice of venue or arbitration to resolve disputes.
Yes. Electronic signatures are recognized under Brazilian law, and the Code of Civil Procedure allows an electronically signed contract to serve as an enforceable instrument without the need for witnesses, provided the integrity of the signature can be verified.
The first step is usually an out-of-court notice, which formalizes the breach and opens room for negotiation. If no solution is reached, it is possible to claim penalties, seek termination with damages or enforce the contract in court, as the case may be.
Yes. Changes in the business, the law or the commercial relationship can leave clauses outdated. A periodic review makes it possible to correct risks through amendments, without waiting for a dispute to reveal the problem.

Have a contract that needs
your attention now?

Drafting, review, negotiation or due diligence - talk to our team and describe what you need.

We reply within 24 business hours with a proposed approach.

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Contract advisory

Talk to our contracts team

How we can help

1

Describe what you need

Briefly tell us about the contract or transaction: type of agreement, parties involved and what is at stake.

2

Conrado gets in touch

Our partner replies within 24 business hours to understand the context and propose the best approach for your situation.

3

Scope and timeline proposal

Based on the conversation, we present scope, timeline and fees - no commitment, with full clarity before any work begins.

T

Phone

+55 (19) 2042.2377

E

Email

contato@pillifanucchi.com.br

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