How to Avoid Legal Risks When Signing Contracts in the United States

Entering the U.S. market is a major milestone for Brazilian entrepreneurs, but it also exposes businesses to a new set of legal frameworks and contract laws that differ significantly from those in Brazil. A well-drafted and properly executed contract can protect your interests — while a poorly written one can lead to costly disputes and liability.

At Zecca Ross Law Firm, we work with Brazilian business owners expanding to the United States to ensure that every contract they sign is clear, enforceable, and aligned with U.S. law.

1. Understand That U.S. Contracts Are Governed by State Law

Unlike Brazil’s unified civil code, the U.S. legal system varies by state.
Each state has its own laws governing:

• Contract interpretation and enforceability.
• Business obligations and liability.
• Dispute resolution and jurisdiction.

For example, a contract governed by California law may differ from one governed by Delaware or Florida law. Choosing the right jurisdiction in your contracts is critical — and something we help our clients evaluate in every deal.

2. Never Sign a Contract Without Legal Review

Even standard-looking agreements can hide provisions that disadvantage you.
Common risks include:

• Automatic renewal clauses that lock you into long-term commitments.
• Choice-of-law clauses favoring the other party’s state.
• Indemnification provisions that shift financial responsibility to you.
• Dispute resolution terms requiring arbitration in another jurisdiction.

Our attorneys at Zecca Ross Law Firm review, negotiate, and adjust these terms to protect Brazilian founders from unexpected legal exposure.

3. Verify the Legal Identity of All Parties

Before signing, ensure that every party listed in the contract is a legally registered entity in the U.S. or abroad.
We assist clients by:

• Checking corporate records and registration certificates.
• Confirming signatory authority.
• Ensuring that company representatives are authorized to bind their business.

Failing to confirm these details can make your contract unenforceable or expose you to fraud.

4. Ensure the Contract Language Is Clear and Complete

Ambiguity in contract language is one of the most common causes of disputes.
Key provisions that must be explicitly stated include:

• Payment terms and delivery conditions.
• Termination rights and notice periods.
• Dispute resolution procedures.
• Confidentiality and non-compete clauses.

At Zecca Ross Law Firm, we prepare bilingual (Portuguese–English) contracts when needed, ensuring both sides understand the obligations and rights involved.

5. Avoid Verbal Agreements

In the United States, oral contracts are rarely enforceable and almost always lead to misunderstandings.
All business transactions — from vendor relationships to service agreements — should be documented in writing. Written contracts provide clarity, serve as proof in court, and outline what happens if either party breaches the agreement.

6. Include Proper Dispute Resolution Clauses

Your contract should specify how and where disputes will be resolved.
Options include:

• State or federal court jurisdiction (for formal litigation).
• Mediation or arbitration, which may offer faster and more private resolution.

We help Brazilian entrepreneurs choose the best dispute mechanism for their business model, balancing efficiency with protection.

7. Keep Signed Copies and Update Regularly

Once signed, store your contracts securely and update them as your business evolves.
Many entrepreneurs forget to revise their agreements after expanding operations or entering new partnerships — creating compliance gaps that could void the contract’s enforceability.

Why Brazilian Business Owners Trust Zecca Ross Law Firm

• Deep experience reviewing and drafting contracts for international entrepreneurs.
• In-depth understanding of U.S. business law and cross-border operations.
• Bilingual legal support and personalized attention for Brazilian founders.
• Preventive legal strategy to minimize risk before signing.

Protect Your Business Before You Sign

Every signature on a U.S. contract carries legal weight. Protect your business, time, and investment with expert legal guidance from Zecca Ross Law Firm.

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