Prática Contratual em Momentos de Crise
Contract Practice in Times of Crisis
This page brings together the promotional text of edition 2021-2, kept as a historical record. Registration is closed. The course was taught in Portuguese.
Description
Drafting and interpreting contracts is one of the most traditional activities in a legal career, especially in law practice. However, technological innovation and the recent crises (economic, political and public health/COVID-19) have made this activity more complex and full of uncertainty. How can a contract be drafted precisely in this new context? How can rights and interests be safeguarded in the event of unforeseen events? How can the effective performance of obligations be ensured? What are the alternatives if one of the parties refuses to perform its obligation?
These are some of the questions this course aims to answer, with a practical approach aimed at professionals who work with contracts. It also suggests strategies and alternatives to prevent and mitigate contractual risks, across the most diverse areas and for companies of various types and sizes.
Throughout the course, professors with an established market track record, practical experience and advanced academic degrees will analyze the main challenges of contemporary contract law, demonstrating, live, what is advisable and what should not be done in each situation.
There are 07 (seven) independent online modules, each on a specific subject, which can be taken individually or together. The promotional combo includes all course modules at a substantial discount and also guarantees a place in the final module, a workshop in which the participants themselves discuss the drafting of contracts in challenging scenarios, based on concrete situations brought by the faculty.
What sets the course apart
Meticulously planned, with Centro DTIBR's quality standard. Satisfaction rate among former students of around 90%. Focus on the practical side of each topic, including the analysis of real contracts (with the names of the parties removed), pointing out strengths and vulnerabilities to be avoided. Multidisciplinary, highly qualified faculty with solid practical experience. Teaching assistance with a distinctive method and supplementary material. Centro DTIBR's commitment to ethical and inclusive values, reflected in a price below the usual market rate, especially when purchasing the promotional tier.
Target audience
Legal professionals who work with contracts and already master the basics of Contract Law. Especially in-house counsel, independent attorneys or members of law firms, as well as entrepreneurs who have already set up or wish to set up a company.
Since the course will offer an in-depth study of contract drafting in times of crisis, based on concrete cases and real drafts, basic knowledge of Contract Law is essential.
Content, dates and times
The course comprises the modules listed below. Classes will be live, from 7:00 pm to 9:50 pm (Brasília time), except for module 07, which will take place from 7:00 pm to 9:00 pm.
Module 1 - Fundamentals of contracts and impossibility of performance – April 5; Prof. Marcelo Milagres
Introduction: The contract as a forward-looking economic instrument; Disruption of contracts. The crisis of non-performance. Impossibility of and difficulty in performing obligations. Risks and uncertainties; Impossibility of performance: the problem of imputability; Objective and subjective impossibility; Original and supervening impossibility; Permanent and temporary supervening impossibility; Regimes governing impossibility of performance: Civil Code (obligations to deliver a specific thing, to do and not to do; construction contracts and carriage, Laws No. 8.078/1990 and No. 8.245/1991); Case studies (Brazilian and/or foreign) alongside the analysis of each topic.
Module 2 - Revision and Termination of Contracts – April 7; Prof. Christian Sahb
Unforeseeability, extraordinariness, onerousness, inevitability, irresistibility and irreversibility: technical differences and practical repercussions; Change of circumstances and adaptation of contracts: how to interpret in times of uncertainty; Revision mechanisms and minimal intervention in contracts: in pursuit of legal certainty; Hardship clause; The challenge of network contracts and linked contracts; Price clause: cost variation and the end of the contract; Case studies (Brazilian and/or foreign) alongside the analysis of each topic.
Module 3 - How to Draft Contracts Post-COVID-19: Part I – April 9; Prof. Christian Sahb
Risk management and allocation clause: mitigating and excluding the defense of non-performance (exceptio non adimpleti contractus) and the effects of default; The problem of art. 7 of Law No. 14.010/2020: Emergency and Transitional Legal Regime for Private Law relationships – RJET; Mediation, arbitration and escalation clauses; Case studies (Brazilian and/or foreign) alongside the analysis of each topic.
Module 4 - How to Draft Contracts Post-COVID-19: Part II – April 12; Prof. Marcelo Milagres
Contractual autonomy: commitment to dialogue between the parties v. duty to renegotiate; Creditor self-help enforcement clauses: fiduciary sale outside the SFI (Real Estate Financing System), Marcian pact v. commissoria lex (forfeiture clause); Contractual clauses on evidence; Case studies (Brazilian and/or foreign) alongside the analysis of each topic.
Module 5 - Contract Design for Startups – April 14; Prof. Lorena Lage
Brief overview of startups and the importance of contracts for startups; The “4.0” contractual relationship: communication; transparency; visual law and good faith; Electronic Contracts and User Experience; Mapping Strategy: people at the center of everything. The preventive role of legal counsel for startups; Brief overview of the main contracts used by startups: electronic contracts (terms of use and privacy policy), service agreements (software development and others), software licensing and SLAs, business partnerships, corporate agreements (memorandum of understanding between founders and shareholders’ agreement), contracts to retain brilliant minds (stock options and vesting), investment agreements (convertible loans).
Module 6 - Contracts in personal data protection/LGPD: April 16; Prof. Bruno Vieira
Fundamental concepts of the LGPD (Brazil's General Data Protection Law): data processing, personal data, sensitive data, controller, processor, data protection officer; Data protection in the B2C context: identifying processing agents (controller and processor), relationships between these agents and data subjects; Contractual clauses with consumers: essential elements (transparency, accountability, data subject rights, communication); good contractual practices; dark patterns, sludges and adherence to general terms; Data protection in the B2B context: responsibilities among different processing agents, shared use of personal data, data protection in corporate transactions, hardship clauses and warranties in data protection; Contractual clauses with suppliers: essential elements, good contractual practices; Data Protection and smart contracts: concepts and how they work in practical examples.
Module 7 - Contract Drafting Workshop – 2 hours long – April 19; Prof. Marcelo Milagres + Christian Sahb
Practical module in which the course students themselves will analyze, live, real drafts of contractual clauses (with the names of the parties removed), pointing out the strengths and flaws of each one; Real-time interaction with students to discuss strategies for drafting and interpreting these clauses in various contexts (pandemic, economic crisis, political crisis, etc.).
Faculty bios
Attorney with 20 years of experience in arbitration and advisory work on contracts, corporate law, and financial and commercial transactions. PhD in Law from UFMG (Federal University of Minas Gerais). Professor of Civil Law at UFMG. Also served as Director and Vice President of the Business Mediation and Arbitration Chamber - Brazil (CAMARB) until 2018, and was a member of the Board of the Brazilian Arbitration Committee (CBAr) in 2018. Author of numerous articles and books.
Member of the Public Prosecutor's Office of the State of Minas Gerais. PhD in Law from UFMG. Postdoctoral studies at the Università di Verona (Italy). Professor of Civil Law at UFMG. Was President of the Fundação Escola Superior do Ministério Público de Minas Gerais (2009 - 2013) and Pedagogical Coordinator of the Center for Studies and Professional Development of the Public Prosecutor's Office of Minas Gerais (2016). Author of numerous articles and books.
Attorney. Researcher at Centro DTIBR. Master's in Law from UFMG and PhD candidate in European and International Private Law at Maastricht University (Netherlands). Associate researcher at Utrecht University (Netherlands) and Sutherland Doctoral Fellow at University College Dublin (Ireland). Member of the Maastricht European Private Law Institute
Partner at the law firm Lage & Oliveira, working with Law for Startups and Technology-Based Companies. Master's in Law from Faculdade de Direito Milton Campos, specialist in Applied Civil Law from the Pontifical Catholic University of Minas Gerais, and bachelor's in Law from Centro Universitário Newton Paiva. Coordinator and professor in the Graduate Program in Law and Technology at Faculdade Arnaldo and at GEDIE - Study Group on Law in Innovation and Entrepreneurship at INSEPE. Professor in the Graduate Program in Law and Artificial Intelligence at Skema Business School and in the MBA in Innovation and Competitiveness at SENAC. Content Director and Member of the Law for Startups Committee of OAB/MG (Minas Gerais Bar Association) and Member of AB2L – Brazilian Association of Lawtechs and Legaltechs.
Method
Each module will be taught live and online, with a focus on the practical application of the topics and analysis of contract drafts.
Certificate
Centro DTIBR will issue a certificate. If one or a few modules are purchased separately, an individual certificate will be issued for each module actually attended. If the full course is purchased (combo/promotional tier), a single certificate will be issued to students who attend at least 04 modules (equivalent to approximately 60% of the course). The certificate will bear the name entered on the Sympla platform at registration, and later corrections will not be accepted. Therefore, before registering, enter your name on the Sympla platform as you would like it to appear on the certificate. Certificates will be sent within 30 (thirty) days after the last module of the course.
General information
- Workload
- 20 class hours.
- Live class dates
- Apr 5; Apr 7; Apr 9; Apr 12; Apr 14; Apr 16; Apr 19, 2021
- Venue
- online platform to be announced by email to registered students.
Registration terms at the time
Fees and rules published when the edition was announced, kept as a record. They do not apply to new classes.
Contact
All communication regarding the course, including registration confirmation and the sending of class links, will be carried out exclusively through Centro DTIBR's email (contato@dtibr.com). Emails will be sent to the address provided by the student on the Sympla platform at the time of registration. Centro DTIBR is not responsible for deactivated email accounts or addresses with any kind of error, including typos, nor for messages that may be held in the recipient's spam folder or filters. Optionally, students may join the course WhatsApp group.
IT requirements
To get the most out of the course, students must have access to a device with a webcam and microphone (preferably a laptop or desktop), as well as a good-quality internet connection. Centro DTIBR is not responsible for failures in the student's equipment or in the quality of their connection. Duly registered students will receive further instructions exclusively at the email address provided at registration. Registrants should download the latest version of the software that will be used for the course (provided free of charge) in order to enjoy all of its features, since the web version (“internet browser”) has reduced functionality and lower stability.
Number and price of tickets
Individual modules R$ 125,00 each; Discounted combo (includes all modules) R$ 690,00 + Sympla fees.
Discount policy
The Combo is already at a promotional price. For individual modules, former Centro DTIBR students get a 10% discount, which cannot be combined with other offers. Request your coupon by email: contato@dtibr.com
Invoice
Invoices will be issued based on the data in the participant's Sympla registration, in the student's name as an individual. Any change to this registration data will only be accepted within a non-extendable period of 05 (five) days from the start of the course. To have an invoice issued in the name of a legal entity, the person concerned must contact Centro DTIBR at the email address given above before purchasing their ticket, providing: full company name, CNPJ (Brazilian company taxpayer ID), head office address; whether the company is enrolled in SIMPLES Nacional (Brazil's simplified tax regime) and whether it is required to withhold ISS (municipal service tax) in the municipality of Belo Horizonte/MG; full name and email of the students whose registration it will pay for. Invoices will not be reissued to a legal entity when the ticket was purchased in the name of an individual. Invoices will be sent within 15 (fifteen) days after the last module of the course.
Cancellation policy
Cancellation requests will only be accepted if submitted within 7 (seven) consecutive days of the ticket purchase date, by email to contato@dtibr.com, stating the ticket number, CPF/CNPJ (Brazilian taxpayer ID) and the requester's full name. Centro DTIBR is not responsible for refunding amounts it did not collect, such as Sympla fees or credit card installment interest. No amounts will be refunded from 48 hours before the start of the course.