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

A master services agreement (MSA) in Brazil is a framework contract that sets the standing terms between a customer and a provider, so each later engagement can be ordered through a short statement of work. Brazil has no MSA-specific statute. It is an atypical contract permitted by the Civil Code (Law 10.406/2002), and the services ordered under it are read against the Code's service-provision and works rules, with good faith shaping every stage. This guide explains the Brazilian legal framework, the clauses an MSA should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a master services agreement in Brazil? There is no single MSA law. The framework is: - The Civil Code, Law 10.406/2002. Atypical contracts are expressly allowed (Article 425), so a framework MSA is valid. Services ordered under it read against the service-provision rules (prestacao de servico, Articles 593 to 609) or, where a finished work is promised, the works rules (empreitada, Articles 610 to 626).

• The good-faith and social-function duties. Objective good faith runs through negotiation, performance and the post-contract stage (Articles 113, 187 and 422), and the social function of contract (Article 421) frames freedom of contract. These are not boilerplate; courts use them to read and sometimes correct one-sided terms.
• The four-year cap on service contracts (Article 598). A service contract cannot be agreed for more than four years even for a specific task; beyond that it can be ended. Build renewal into the MSA rather than a single long fixed term.
• The General Data Protection Law (LGPD), Law 13.709/2018, where the services process personal data. ## Is a master services agreement enforceable in Brazil? Yes, as an atypical contract. Two practical points: - The MSA is a framework. The binding duty to deliver and pay usually forms when a statement of work or order is signed under it; say whether the MSA alone requires any minimum volume.
• Good faith is enforced. A term that is formally agreed but abusive or contrary to good faith can be revised or set aside, so the allocation of risk should be reasonable. ## Key clauses in a Brazilian master services agreement ### Structure and order of precedence State that the MSA sets general terms, each statement of work covers a specific engagement, and which document wins on conflict. ### Scope and statements of work Define how work is ordered, what a valid statement of work must contain, and how changes are agreed. ### Fees, invoicing and taxes Set fees, the billing cycle, expenses, and how service tax (ISS) and withholding are handled. ### Service levels and acceptance State service levels or acceptance tests, the review window and the remedy for a failed deliverable. ### Intellectual property Set ownership of pre-existing material and of work created under each order, with clear assignment language. ### Confidentiality and data protection (LGPD) Protect confidential information and, where personal data is processed, set the controller and operator roles and security duties under the LGPD. ### Warranties, liability and indemnities Give clear warranties, set liability limits that stay within good-faith limits, and carve out items that should not be capped. ### Term, termination and exit Set the term (within the four-year service cap), renewal, termination for cause and convenience, and the handling of open orders on exit. ### Governing law and disputes Choose Brazilian law and a forum, and decide between the courts and arbitration. ## Template skeleton ```

1. Parties and definitions
2. Structure and order of precedence
3. Scope and statements of work
4. Fees, invoicing and taxes
5. Service levels and acceptance
6. Intellectual property
7. Confidentiality
8. Data protection (LGPD, Law 13.709/2018)
9. Warranties and disclaimers
10. Liability and indemnities
11. Term, renewal and termination
12. Exit and transition
13. Governing law (Brazil) and dispute resolution
14. Signatures

- **Good faith is a live control.** Articles 113, 187 and 422 let courts read and correct abusive terms, so keep the risk allocation reasonable.
- **Atypical contracts are valid.** Article 425 supports a framework MSA, while the actual work reads against service-provision or works rules.
- **LGPD applies where personal data flows.** Set the controller and operator roles and security duties in the MSA or a schedule. ## Common mistakes to avoid - Agreeing a single fixed term longer than four years for the services and ignoring Article 598.
- Treating the MSA as the binding order and forgetting to sign statements of work.
- Drafting one-sided liability terms that good-faith rules may cut down.
- Skipping the LGPD schedule when the services clearly process personal data. ## From the contract to the relationship you actually run Signing the MSA is one moment; running it across many statements of work is the rest of the year. Someone has to tie each order to the framework, hold the provider to service levels, keep the LGPD terms current, and find the right clause fast at renewal or in a dispute. Across a stack of agreements that work is easy to lose. An AI contract workspace keeps the MSA, its statements of work, its clause structure and its key dates in one place, so you can draft from a template, see where terms are one-sided, edit in plain language and get a reminder before a deadline. If you want to see drafting, review, tracking and governance in a single 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