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

A reseller agreement in Brazil lets one party buy a supplier's products or services and resell them in a defined territory. In Brazilian law a resale arrangement where the reseller handles the goods is treated as a distribution contract, which the Civil Code regulates together with agency in Articles 710 to 721. That regulated status, plus strong good-faith duties, shapes how these contracts end and what is owed. This guide explains the Brazilian legal framework, the clauses a reseller agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a reseller agreement in Brazil? The framework is: - The Civil Code, Law 10.406/2002, Articles 710 to 721, which regulate the agency and distribution contract (contrato de agencia e distribuicao). Distribution is the form where the distributor has the goods at its disposal; the rules cover territory exclusivity, remuneration, notice and compensation on termination.

• Good faith and the social function of contract (Articles 113, 187, 421 and 422), which run through performance and termination and let courts read and correct abusive terms.
• Competition law, Law 12.529/2011, enforced by the administrative council CADE, which governs exclusivity, territory and any resale price restraint; fixing the reseller's resale price is treated strictly.
• Sector rules where relevant, for example Law 6.729/1979 (the Ferrari Law) for motor vehicle distribution, which does not apply to general resale. ## Is a reseller agreement enforceable in Brazil? Yes, and because distribution is a regulated contract type the Code supplies default protections. Two points stand out: - Termination can carry compensation. The Code gives the distributor remuneration for business already handled and, on termination without just cause, can require reasonable notice and compensation for the investment made in the relationship. These protections are read in good faith and are not casually waived.
• Notice must be reasonable. Where the contract has run long enough for the distributor to make significant investment, the Code expects notice compatible with that investment, failing which damages may follow. ## Key clauses in a Brazilian reseller agreement ### Appointment, territory and exclusivity State the products, the territory, and whether the appointment is exclusive, within competition law limits. ### Pricing and resale terms Set supply prices and payment terms. Avoid fixing the reseller's resale price, which raises a restraint-of-competition risk under Law 12.529/2011. ### Orders, supply and stock State how orders are placed and accepted, delivery terms, and any minimum purchase targets. ### Trademarks and marketing Licence the supplier's marks for resale only, and set brand and marketing rules. ### Remuneration and accounts Set how the reseller is remunerated and how accounts are reconciled, reflecting the Code's remuneration rules. ### Term, termination and notice Set the term, renewal, termination for cause and convenience, and a notice period compatible with the distributor's investment. ### Post-termination and compensation Address stock buy-back, run-off of pending orders and any compensation owed on termination under the Code. ### Governing law and disputes Choose Brazilian law and a forum. ## Template skeleton ```

1. Parties and definitions
2. Appointment, territory and exclusivity
3. Products and supply terms
4. Orders, delivery and stock
5. Pricing and payment
6. Trademarks and marketing
7. Remuneration and accounts
8. Obligations of the reseller and the supplier
9. Confidentiality
10. Term, termination and notice
11. Post-termination, stock and compensation
12. Governing law (Brazil) and dispute resolution
13. Signatures

- **Termination can trigger compensation and notice.** Plan for reasonable notice and possible compensation for the distributor's investment on termination without just cause.
- **Competition law shapes pricing and exclusivity.** Keep any resale price restraint and exclusivity within Law 12.529/2011; CADE enforces it.
- **Good faith is a live control.** Articles 113, 187 and 422 let courts correct one-sided terms, so keep the allocation reasonable. ## Common mistakes to avoid - Fixing the reseller's resale price and triggering a competition law problem.
- Giving little or no notice to terminate a long-running distribution relationship.
- Assuming a waiver removes the Code's compensation and notice protections.
- Confusing general resale with vehicle distribution under the Ferrari Law, which has its own rules. ## From the contract to the channel you actually run Signing the reseller agreement is one moment; managing the channel is the rest of the year. Someone has to track territory and exclusivity terms, watch renewal and notice dates, and know the compensation exposure before deciding to terminate. Across many reseller and distribution contracts, that work is easy to lose. An AI contract workspace keeps each reseller agreement, 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