C MOTTA acts as a strategic legal partner in business transactions and complex contracts that support growth, operational reorganization, commercial alliances, innovation, technology, distribution, supply, and long-term business relationships. Our advice combines contract law expertise, an economic assessment of the relationship, and negotiating experience to transform contracts into instruments for execution, governance, risk allocation, dispute prevention, and value preservation. We advise from the initial structuring of the transaction through negotiation, implementation, performance review, contractual adaptation, and, when applicable, exit.
+ Strategic Contracts and Business Transactions
Structuring and negotiating contracts relevant to expansion, operational transformation, innovation, strategic partnerships, commercial alliances, and long-term business relationships.
+ Contractual Architecture of the Transaction
Design of the main contractual structure and ancillary instruments, including the definition of scope, responsibilities, deliverables, timelines, governance, compensation, risks, and execution mechanisms.
+ Complex Commercial Agreements
Advice on sophisticated commercial agreements, including supply, distribution, representation, critical services, outsourcing, business collaboration, technology, licensing, and joint exploitation of opportunities.
+ Joint Ventures and Strategic Alliances
Structuring of contractual and corporate joint ventures, collaboration agreements, consortia, operational partnerships, economic rights, governance rules, contributions, responsibilities, exclusivity, and exit mechanisms.
+ Supply and Distribution Agreements
Negotiation of strategic supply agreements, distribution arrangements, commercial channels, minimum commitments, exclusivity, territory, commercial targets, service levels, price adjustments, penalties, and termination events.
+ Technology, Innovation, and Collaboration
Advice on technology agreements, joint development, licensing, systems integration, software, data, intellectual property, open innovation, technical collaboration, and digital transformation projects.
+ Critical Services and Outsourcing
Structuring of essential services agreements, outsourcing, shared operations, technical support, maintenance, infrastructure, SLAs, operational continuity, contingency, audit rights, and step-in rights.
+ Economic Logic and Risk Allocation
Development of contracts aligned with the economic logic of the transaction, with discipline around price, price adjustments, variable compensation, payment milestones, guarantees, liability, indemnification, limitations of exposure, and insurance.
+ Governance of the Contractual Relationship
Definition of committees, monitoring forums, approval flows, decision-escalation procedures, information reporting, audit rights, periodic review, and conflict-management mechanisms.
+ Performance and Contract Execution
Negotiation of performance clauses, targets, indicators, service levels, milestones, acceptance, testing, remediation, penalties, bonuses, holdbacks, and suspension or replacement rights.
+ Exclusivity, Non-Compete, and Commercial Restrictions
Structuring of exclusivity, commercial preferences, non-compete restrictions, non-solicitation, non-recruitment, territorial restrictions, reserved channels, and priority obligations.
+ Intellectual Property, Data, and Confidentiality
Negotiation of ownership, licenses, assignments, joint development, data use, confidentiality, protection of sensitive information, the LGPD (Brazil’s General Data Protection Law), information security, and post-contractual obligations.
+ Exit and Continuity Mechanisms
Definition of termination, termination for convenience, termination for default, change-of-control events, step-in rights, orderly transition, asset reversion, data migration, service continuity, and assisted wind-down.
+ Documentary Integration
Organization of the main agreement, exhibits, statements of work, scope statements, applicable policies, guarantees, corporate instruments, side letters, and operational documents with legal and functional consistency.
+ Dispute Prevention and Value Preservation
Structuring of dispute resolution clauses, mediation, arbitration, forum selection, governing law, evidence production, notices, cure periods for default, and performance documentation.
+ Contracts with Corporate or Transactional Relevance
Advice on contracts connected to reorganizations, M&A, investments, financings, carve-outs, operational transition, shareholders’ agreements, post-transaction integration, and business separation.
+ Review of Existing Contracts
Diagnostic review of existing strategic contracts, with identification of risks, inconsistencies, governance gaps, economic imbalances, execution weaknesses, and renegotiation opportunities.
+ Execution-Oriented Negotiation
Conduct of negotiations focused on operational clarity, legal protection, economic balance, reduction of ambiguity, documentary discipline, and the practical viability of the contractual relationship.
