Agency Agreement in Brazil: Template, Key Clauses and Local Law (2026)

An agency agreement in Brazil engages an independent representative to seek orders or business for a principal on a continuing basis, in return for commission. Brazil treats this through two overlapping regimes: commercial representation under a dedicated statute, and the Civil Code's rules on agency and distribution. The feature foreign principals most need to plan for is the representative's termination indemnity. This guide explains the Brazilian legal framework, the representative's protections, the clauses an agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs an agency agreement in Brazil? Two regimes apply, and which one governs depends on the facts: - Law No. 4,886/1965 on commercial representation (representacao comercial autonoma), amended by Law No. 8,420/1992 and Law No. 12,246/2010. It governs the autonomous commercial representative who brings in orders for a principal on a non-occasional, non-employment basis. It sets mandatory protections, including a termination indemnity and a prohibition on the del credere obligation.

• The Civil Code (Law No. 10,406/2002), Articles 710 to 721, which cover the contracts of agency (agencia) and distribution (distribuicao). These fill gaps and apply where the commercial representation statute does not. Two important wrinkles: 1. CORE registration matters. The commercial representative is expected to be registered with the Regional Council of Commercial Representatives (CORE). Brazilian case law (including a Superior Court of Justice decision, AREsp 1.547.195/SP) has held that where the representative is not registered, the Law No. 4,886/1965 framework may not apply, so the statutory termination indemnity under its Article 27 can be unavailable and the Civil Code governs instead.

2. Substance over label. Courts apply Law No. 4,886/1965 by analogy to contracts called agency when the real activity is commercial representation. The parties' label does not bind the judge. ## The termination indemnity: the point that matters most Under Article 27 of Law No. 4,886/1965, a commercial representation contract must address indemnity for termination without just cause. In practice the statutory floor is widely cited as at least one twelfth (1/12) of the total remuneration earned over the life of the contract. Several protections, including the termination indemnity, the del credere prohibition and presumed territorial exclusivity, are treated as mandatory and cannot simply be contracted away. Plan for this exposure before appointing a representative. A separate risk is recharacterisation as employment. If the principal exercises subordination or command over the representative, a court may treat the relationship as employment, with labour-law consequences. Keep the representative genuinely autonomous. ## Key clauses in a Brazilian agency agreement ### Parties, territory and products Name the principal and representative, the products, and the territory. State whether the territory is exclusive (exclusivity is presumed in the representative's favour unless excluded). ### Scope and CORE registration Specify whether the representative only solicits orders or can also conclude contracts, and record the representative's CORE registration. ### Commission Set the rate, the covered transactions, and when commission is earned and paid, including orders placed during the contract but filled later. ### Duties of each party The representative pursues business diligently; the principal supplies products, documentation and timely information. Do not impose a del credere obligation, which the statute prohibits. ### Non-compete and confidentiality Any restraint must be reasonable; protect confidential information and customer data. ### Term and termination Fixed or indefinite. Address notice, termination for just cause, and the mandatory termination indemnity for termination without just cause. ### Indemnity on termination Acknowledge the Article 27 indemnity (commonly at least 1/12 of total remuneration) rather than trying to waive it; record remuneration so the amount can be computed. ### Data protection If the representative handles personal data, address the Lei Geral de Protecao de Dados (LGPD, Law No. 13,709/2018). ### Governing law and disputes Choose Brazilian law and a forum. ## Template skeleton ```
3. Parties, recitals and definitions
4. Appointment, territory and products
5. Exclusivity
6. Scope and CORE registration
7. Commission: rate, accrual and payment
8. Duties of the representative (no del credere)
9. Duties of the principal
10. Non-compete and confidentiality
11. Term and notice of termination
12. Termination for just cause
13. Termination indemnity (Article 27, Law 4,886/1965)
14. Data protection (LGPD)
15. Governing law (Brazil) and dispute resolution
16. Signatures

- **CORE registration changes the regime.** Without registration, the Law No. 4,886/1965 protections may not apply and the Civil Code governs, which affects the indemnity.
- **No del credere.** The statute prohibits making the representative guarantee the customer's solvency.
- **Avoid recharacterisation as employment.** Subordination or command over the representative risks turning the relationship into employment.
- **Labels do not control.** A contract called agency can still fall under commercial representation if that is the real activity. ## From the agreement to managing the relationship The agreement is the start, not the finish. Someone has to watch the notice periods, keep remuneration records so the termination indemnity can be computed, confirm the representative's CORE registration, track commission that keeps accruing, and keep the signed agreement and its amendments straight. When those details live in email and spreadsheets, the indemnity math and the deadlines are what get missed. An AI contract workspace keeps the agreement, its clause structure, the key dates and the commission and indemnity terms in one place, so you can draft from a template, see where a clause creates exposure, edit terms in plain language, and get an alert before a deadline. If you want to see drafting, review, tracking and governance in one workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Brazil-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ