What is a contract review and how to do it in 2025?

A contract review is an essential procedure to ensure that the terms agreed between the parties remain fair and balanced over time. With the dynamism of the market and the evolution of commercial relations, this process becomes even more relevant for the document management, protecting companies and consumers against abusive clauses or conditions that have become unviable.

In Brazil, legislation provides specific mechanisms to enable contractual review, ensuring that agreements can be adjusted as necessary.

In this article, we will address the main aspects of contract review, including the legal bases on which it is based, how to carry it out and the role of technology in this process.

Continue reading to the end for a practical guide for companies and professionals looking to adapt their contracts to new market demands, ensuring fair and balanced agreements in a constantly changing environment.

What does Brazilian law say about contract review?

Contractual review is supported by different legal provisions in the Brazilian legal system. The principle of the social function of the contract, established in article 421 of the Civil Code, ensures that agreements must respect both the will of the parties and balance and justice in commercial relations.

It is also worth mentioning articles 478 and 479 of the same code, which provide for the possibility of contractual review in the event of excessive burden, that is, when one of the parties suffers disproportionate damage due to unforeseen factors.

The Consumer Protection Code also plays a fundamental role in allowing the review of contracts in situations involving abusive clauses or excessive disadvantages for the consumer. This set of regulations ensures that contractual relationships are balanced and that the rights of the parties are preserved over time.

Situations that justify contract review

Not every contract can be revised at any time. In order for there to be legal justification for changes, certain conditions must be met. In such cases, a contractual review may be requested to restore the balance of the legal relationship.

Unforeseen changes

External factors that significantly affect the conditions agreed in a contract may justify the review of the established clauses. These unforeseen changes may include economic crises, such as recessions or uncontrolled inflation, which impact the value of goods and services, making the agreed conditions unfeasible.

Abrupt changes in legislation are also an example of events that can alter the terms of the contract, such as new regulations or unexpected taxes, which directly affect the obligations of the parties.

These changes, which could not be foreseen or controlled at the time of signing the contract, may create a scenario in which compliance with obligations becomes excessively onerous or even impossible for one of the parties, justifying a contractual review.

Excessive burden

Excessive burden occurs when, due to new circumstances, one of the parties faces a financial imbalance that is disproportionate to what was originally agreed.

This imbalance can be caused by factors such as unexpected increases in production costs, changes in market conditions or even natural disasters that affect the ability to fulfill contractual obligations.

The injured party, faced with this financial imbalance, may request a review of the contract to adapt the terms to the new conditions, seeking to reestablish a balance that allows the continuation of the contractual relationship without one of the parties suffering excessive losses.

The Brazilian Civil Code, in its articles 478 and 479, provides for this type of review as a way of protecting parties who, through no fault of their own, find themselves in a disadvantageous situation.

Disproportionate clauses

In some contracts, it may be found that certain clauses impose an excessive or unfair disadvantage on one of the parties. These disproportionate clauses may be those that transfer excessive risk, impose unreasonable penalties or create unnecessary obligations without equivalent consideration.

In adhesion contracts, for example, where one of the parties has more bargaining power, it is common to include clauses that disproportionately favor the stronger party, harming the other.

In these cases, contractual review aims to eliminate or modify these clauses, seeking to reestablish the balance between the parties and ensure that neither of them is subjected to conditions that exceed what is reasonable. The Consumer Protection Code also acts in this sense, by protecting the most vulnerable party against abusive practices, as stipulated in its article 51.

Difference between review, readjustment and contract termination

Although the terms may seem similar, there are important differences between them. This understanding is important so that the appropriate concept is applied correctly to the specific situation, avoiding misunderstandings and legal disputes.

Contract review

Contract review involves modifying existing clauses in the contract, with the aim of reestablishing balance and equity between the parties. This process occurs when unforeseen circumstances or significant changes make the original terms disproportionate or unfeasible for one of the parties.

The review does not imply a termination of the contractual bond, but rather an update of the agreed conditions to reflect new realities, ensuring that both parties continue to fulfill their obligations in a fair manner.

This modification may affect several clauses of the contract, such as deadlines, values ​​or even rights and duties, and always aims to preserve the balance between the parties, adjusting the terms of the agreement according to changing circumstances.

Contractual adjustment

The contractual adjustment, in turn, is related to the updating of agreed values, which are generally indexed to some economic index, such as IPCA (Broad Consumer Price Index) or the IGP-M (General Price Index – Market).

The main objective of the adjustment is to ensure that the values ​​agreed in the contract follow economic variations, in order to preserve the purchasing power of the parties involved, especially in long-term contracts.

This is a more restrictive measure than the review, as it does not change the other conditions of the contract, such as deadlines or obligations, but only adjusts the financial values ​​to the market – something particularly important in contracts involving goods or services, real estate and other agreements of an economic nature.

Contract termination

Contract termination is a more drastic procedure, which refers to the termination of the contract, either due to non-compliance by one of the parties or due to the impossibility of executing what was agreed.

This process can occur unilaterally, when one of the parties decides to terminate the contract due to the other party's failure to fulfill its obligations, or bilaterally, when both parties agree to dissolve the relationship for common reasons, such as the impossibility of continuing with the execution of the contract.

Contract termination is generally considered a more extreme measure, as it involves the termination of the contract and the release of the parties from obligations previously assumed, generally with the need for compensation or indemnity, depending on the circumstances of the breach.

This legal figure is often used when compliance with the contract becomes impossible or when there are substantial failures that compromise the execution of the agreement, such as in the case of repeated non-compliance or changes in market conditions that make execution unfeasible.

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How to do a contract review in 2025

In order to ensure that the review is successful, the steps below must be followed.

1. Detailed analysis of the contract

The first step is to identify the points that need to be changed. Evaluate the clauses based on current legislation and check whether there is justification for the revision. It is also important to consider the current market context and the conditions that have changed since the original contract was signed.

2. Negotiation between the parties

With the analysis in hand, it is necessary to begin negotiations between the parties involved. An amicable agreement tends to avoid legal proceedings and simplify the necessary changes. During negotiations, the parties must be open to reconsidering certain terms, taking into account changed circumstances.

3. Formalization of the review

Once the changes have been agreed, they need to be officially registered, through a digitally signed contractual addendum, ensuring the legal validity of the modifications and compliance with legal standards.

4. Use of legal mediation if necessary

If there is no consensus, legal mediation can be an effective way to resolve the impasse before resorting to the courts. The mediator can help the parties find a middle ground, avoiding judicialization of the process and providing a faster and more efficient solution.

The role of technology in contract review

In 2025, digital tools will play a key role in contract review. The use of electronic signatures and specialized platforms allows adjustments to be made quickly, safely and with full legal validity. Such tools have become indispensable, as they offer significant benefits, such as process agility and reduced operating costs.

Artificial intelligence (AI) can be used to analyze contracts, highlighting points that require attention or possible adjustments. AI software is capable of automatically reviewing contracts, identifying clauses that could pose risks or be in disagreement with new legislation or market practices.

Another important point is the storage and digital organization of contracts. With cloud-based systems, companies can access and manage contracts from anywhere, promoting greater control and security, in addition to facilitating the periodic review of agreements.

The use of digital platforms also offers transparency in the process, as all parties have access to documents in real time and can monitor changes made over time.

Contract review is an essential practice for maintaining fair agreements that are adaptable to market changes. In 2025, technology has become a fundamental ally in this process, enabling fast, safe and effective reviews. 

With adequate legal support and the use of technologies such as electronic signatures and artificial intelligence, the contract review process can be carried out in efficient way and safe.

Companies and consumers that adopt good practices in contract management can avoid conflicts, increase legal compliance and ensure more transparent and balanced commercial relationships. Get to know ZapSign and see how technology can make this process easier.