6. How to Structure an Independent Contractor Relationship in Brazil

a. How to Properly Document the Relationship

The parties should execute a written agreement encompassing the terms and conditions of the relationship (activities, remuneration, place, obligations of both parties, termination conditions). Such contract should avoid obligations that could imply a subordinate relationship, such as an obligation to report and follow orders, or any sort of economic dependence between the parties. The court will look at the actual circumstances of the relationship and these will prevail over the written agreement.

b. Day-to-Day Management of the Relationship

As already mentioned, in Brazil the actual circumstances of a relationship are more im-portant than formal documents regarding that relationship. Thus, upon hiring an inde-pendent contractor and signing a properly written agreement, a company must ensure that it does not interfere in the co-ordination/direction of the independent contractor´s activities, does not provide benefits and work tools as if the independent contractor were an employee (corporate cards, uniforms, corporate email, etc.) and does not give personal orders and warnings, etc.