Contractual Architecture
We provide sophisticated drafting, negotiation and lifecycle management of commercial, technology and consumer-facing agreements for companies operating across multiple jurisdictions. Our practice is designed for transactions where contractual performance, regulatory alignment and enforceability are critical — combining transactional rigor with a deep understanding of how contracts operate in cross-border and regulated settings, including governing law, jurisdiction, conflict-of-laws analysis, consumer protection requirements and enforcement risk across both civil-law and common-law systems.
Drafting and negotiation of enterprise-grade B2B commercial agreements and complex service arrangements, including master service agreements (MSAs), long-term framework contracts and supply arrangements supporting international operations. We advise on liability allocation, indemnification structures, limitation-of-liability regimes, termination mechanics and dispute-resolution architecture in high-value commercial relationships.
Drafting and negotiation of cross-border commercial contracts governed by civil-law and common-law regimes, including hybrid choice-of-law structures designed to optimize enforceability across jurisdictions. We advise on technology and platform agreements — including SaaS, software licensing, software development, hosting, cloud infrastructure and API integration agreements — with particular attention to IP ownership, service-level commitments, data rights and cross-border enforcement considerations.
Drafting and negotiation of payment services agreements, financial partnership arrangements and banking-as-a-service documentation, including flow-of-funds design, liability allocation between payment participants, regulatory compliance representations and the contractual management of settlement risk. We advise on the intersection of contractual architecture and regulatory requirements under U.S. and Argentine payments law.
Drafting and negotiation of vendor, procurement and international distribution agreements, including exclusive and non-exclusive distribution structures, reseller arrangements, territorial scope and performance obligations. We advise on the regulatory and contractual constraints applicable to distribution in regulated sectors and the management of cross-border supply chain risk.
Drafting and structuring of Terms of Service, Terms & Conditions and platform rules for digital products, marketplaces and consumer-facing platforms. We advise on enforceability under applicable consumer protection regimes, unfair terms analysis, mandatory disclosure obligations and the design of user-facing documentation that is both legally compliant and commercially effective across multiple jurisdictions.
Drafting of privacy policies and cookie policies aligned with applicable data-protection regimes, including GDPR, LGPD, Argentine Data Protection Law and U.S. state privacy laws. We advise on consent mechanisms, cookie classification and management, and the alignment of public-facing privacy documentation with underlying data processing operations and third-party sharing arrangements.
Drafting and negotiation of data processing agreements (DPAs) and controller–processor frameworks, including standard contractual clauses (SCCs) and equivalent transfer mechanisms for cross-border data flows. We advise on the identification of data processing relationships, allocation of compliance obligations between controllers and processors, and the contractual management of data breach notification and liability.
Legal advice on compliance with applicable data-protection laws across jurisdictions relevant to our clients' operations, including the GDPR (EU), LGPD (Brazil), Argentine Personal Data Protection Law (Law 25,326 and pending reform) and U.S. state privacy regimes including CCPA/CPRA. We advise on data governance frameworks, lawful basis for processing, data subject rights management, security obligations and breach-response protocols, and the alignment between contractual documentation and operational data flows.
Design and implementation of high-volume contracting systems, including modular documentation frameworks, clause libraries and template suites for companies managing large numbers of commercial relationships across jurisdictions. We advise on white-label, outsourcing, platform and strategic collaboration structures, and build contract systems that are legally robust, operationally scalable and adapted to the company's specific regulatory and commercial environment.
Review, remediation and renegotiation of existing commercial agreements, including the identification and reallocation of contractual risk, the updating of documentation to reflect regulatory changes, and the redesign of dispute-resolution clauses to ensure arbitration-readiness and enforceability. We advise on dispute-prevention contractual architecture and the management of underperforming or distressed commercial relationships before they escalate to formal proceedings.