Statement of Work in Brazil: Template, Key Clauses and Local Law (2026)

A statement of work (SOW) in Brazil is the document that defines a specific engagement under a master services agreement: the deliverables, timeline, acceptance tests and price. Brazil has no SOW-specific statute. An SOW is not a standalone contract type; it draws its legal character from the Civil Code (Law 10.406/2002), and whether it reads as service provision or a works contract changes the default rules. This guide explains the Brazilian legal framework, the clauses an SOW should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a statement of work in Brazil? There is no single SOW law. The framework is: - The master agreement it sits under. The SOW usually inherits the general terms (liability, confidentiality, governing law) from the MSA and should say which document wins in a conflict.

• The Civil Code, Law 10.406/2002, which supplies the contract type the work matches. Where the SOW promises ongoing effort, it reads as service provision (prestacao de servico, Articles 593 to 609). Where it promises a finished work or result, it reads as a works contract (empreitada, Articles 610 to 626), which carries its own rules on acceptance, defects and risk.
• Good faith and the four-year service cap. Objective good faith (Articles 113, 187 and 422) applies to performance, and a service contract cannot run more than four years (Article 598), which matters for long engagements.
• The LGPD, Law 13.709/2018, where the work processes personal data. ## Is a statement of work binding in Brazil? Yes, once signed under the master agreement it is the binding order. Two practical points: - The SOW is where the commitment forms. The MSA often sets only the framework; the duty to deliver and pay crystallises in the signed SOW, so scope, price and dates must be precise.
• The contract type drives the defaults. A works contract (empreitada) brings acceptance, defect and risk rules; service provision brings different duties. Draft with the right type in mind. ## Key clauses in a Brazilian statement of work ### Link to the master agreement Reference the MSA, confirm its terms apply, and set the order of precedence. ### Scope and deliverables Describe the work and the specific deliverables, with enough detail to test completion. ### Timeline and milestones Set the schedule, milestones and any dependencies on the customer. ### Acceptance criteria State the acceptance tests, the review window and what happens if a deliverable fails, which matters under the works-contract rules. ### Price and payment Set the fee, whether it is fixed or by measure, the invoicing schedule and expenses. ### Change control Set how scope changes are requested, priced and approved. ### Personnel and responsibilities Name key personnel and the customer's obligations, since customer delay can shift risk. ### Intellectual property and data Confirm who owns the deliverables and address personal data under the LGPD where relevant, consistent with the MSA. ## Template skeleton ```

1. Reference to the master services agreement
2. Scope and deliverables
3. Timeline and milestones
4. Acceptance criteria and review window
5. Price and payment
6. Change control
7. Key personnel and customer responsibilities
8. Intellectual property in deliverables
9. Data protection (where applicable, LGPD)
10. Order of precedence with the MSA
11. Signatures

- **Mind the four-year service cap.** Article 598 caps service contracts at four years, so long engagements should use renewal.
- **Acceptance is where disputes live.** Clear acceptance tests and a defined review window reduce defect arguments, especially under the works-contract rules.
- **Good faith and LGPD apply.** Keep SOW-level terms reasonable and address personal data where the work touches it. ## Common mistakes to avoid - Writing vague deliverables that cannot be tested at acceptance.
- Leaving the order of precedence silent between the SOW and the MSA.
- Ignoring whether the work is a result (empreitada) or effort (service provision), and drafting the wrong defaults.
- Forgetting customer dependencies, so provider delay caused by the customer is not accounted for. ## From the statement to the delivery you actually track Signing the SOW is one moment; delivering against it is weeks of milestones, acceptance and change requests. Someone has to tie each SOW to its MSA, watch milestone and acceptance dates, and keep change orders in order. Across many SOWs that work is easy to lose. An AI contract workspace keeps each SOW, its parent MSA, 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