Consultancy agreement in Brazil: Template, Key Clauses and Local Law (2026)

What a Brazilian consultancy agreement is, and the law behind it A consultancy agreement in Brazil (contrato de prestacao de servicos) is a contract for an independent provider to supply services to a client. Brazil has no separate consultancy statute. The default rules are the service-contract provisions of the Civil Code (Codigo Civil, Lei 10.406/2002), Articles 593 to 609. Article 593 makes clear these rules are residual: they govern services that are not subject to labour law or a special law. That residual nature points to the single biggest issue in Brazil: the line between a service contract and employment. If the provider works with subordination, personal performance, regularity and payment (the classic markers), the relationship is employment under the Consolidation of Labour Laws (CLT, Decreto-Lei 5.452/1943), whatever the paper says. Getting the structure right is the main job of the agreement. This article is general guidance, not legal advice. Have a Brazilian lawyer review a consultancy agreement before you sign. ## What local law requires in 2026 - Civil Code service rules apply (Arts. 593-609). These cover a service not governed by labour law or a special law. They set out payment, duration and termination defaults for independent service contracts.

• The employment line is the key risk. An employment relationship exists where there is subordination (subordinacao), personal performance (pessoalidade), regularity (habitualidade) and payment (onerosidade). If all are present, the CLT applies and the worker is owed employment rights, regardless of a contract that calls them a contractor or a PJ (pessoa juridica).
• Four-year duration limit (Art. 598). A service contract cannot bind a provider for more than four years, even if the task is not finished; after four years either side can end it. Design long engagements around this.
• Notice on termination (Arts. 599-602). Where there is no fixed term, either party may end the contract on reasonable notice, and the Code sets out consequences for ending with or without cause.
• Consumer law may apply. If the client is a consumer and the provider a supplier in the Code's sense, the Consumer Protection Code (CDC) applies and overrides the Civil Code in the consumer's favour.
• Tax and social security follow the structure. Independent providers handle their own taxes and INSS contributions, but a relationship found to be employment brings retroactive labour and social-security liabilities for the client. ## Brazilian consultancy agreement template Copy the block below and fill the bracketed fields. Keep the working pattern genuinely independent, because the courts look at the reality, not the label. ``` CONSULTANCY AGREEMENT (CONTRATO DE PRESTACAO DE SERVICOS) This agreement is made on [DATE] BETWEEN: [CLIENT NAME], [CNPJ], [address] ("Client") AND [CONSULTANT NAME], [CPF / CNPJ], [address] ("Consultant") 1. SERVICES The Consultant provides [describe the services] as an independent provider, using its own methods and means, without subordination. 2. INDEPENDENCE (NO EMPLOYMENT) The Consultant is not an employee. There is no subordination, fixed hours set by the Client, exclusivity, or integration as staff. The Consultant may serve other clients and bears its own costs. 3. FEES AND TAXES Fees: [amount / rate], invoiced [schedule], paid within [days]. The Consultant is responsible for its own taxes and social-security contributions. 4. TERM The agreement runs [for the project / for [N] months], not exceeding four years (Art. 598 Civil Code). [Renewal by written agreement.] 5. TERMINATION Either party may terminate on [N days] written notice. Consequences of termination with or without cause: [as agreed, consistent with Arts. 599-602]. 6. CONFIDENTIALITY Each party keeps the other's confidential information secret during and after the engagement. 7. INTELLECTUAL PROPERTY IP in the deliverables [is assigned to the Client / is licensed] on [full payment]. 8. DATA PROTECTION Each party complies with the General Data Protection Law (LGPD) where personal data is processed. 9. GOVERNING LAW AND FORUM Brazilian law applies. The courts of [city/state] have jurisdiction. Signed: Client ____________ Consultant ____________ Name / date Name / date

- **Term (clause 4).** The four-year limit in Article 598 caps how long the contract can bind the provider. Structure longer relationships as renewable terms or project-based engagements.
- **Fees and taxes (clause 3).** State that the provider handles its own taxes and INSS, and invoice properly. Payments that look like a salary (fixed monthly sums with no invoices) feed a disguised-employment argument.
- **Intellectual property (clause 7).** Brazilian law does not automatically vest all deliverable IP in the client, so assign or license it expressly and tie it to payment. ## Red flags to avoid - A PJ or contractor on paper who in practice works set hours, exclusively, under daily supervision and integrated as staff. Courts look past the label and may find employment.
- A contract that tries to bind the provider for more than four years, contrary to Article 598.
- Paying a fixed monthly amount with no invoices, which resembles a wage.
- No clear notice and termination terms, leaving the parties to argue over consequences.
- Silence on IP ownership of deliverables.
- Ignoring the LGPD where the engagement involves personal data. ## Where a contract workspace helps A template gives you a workable Brazilian consultancy agreement. The ongoing work is everything around it: keeping the engagement genuinely independent so it does not drift into disguised employment, respecting the four-year limit, keeping fees invoiced and taxes handled by the provider, and tracking renewal and notice dates across many consultants. Drafting from a consultancy template, checking the engagement against the employment markers, reviewing termination and IP terms, and tracking key dates can sit in one AI workspace tuned to how your company engages providers. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the contract as linked clauses so a change to the fee or term can be traced through the agreement, lets you edit in plain language, and keeps renewal and notice dates on one timeline. Adira is India-first today, and deeper Brazil-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Brazilian lawyer for the local-law call. The template above is enough to start a fair agreement on its own. Last verified October 2026.