See pdf

Introduction

As more businesses now operate in multiple countries, the standardisation of contract templates is increasingly important to facilitate legal operations and manage legal risks.

Most international businesses have contract standardisation projects, but these efforts are generally based on a single law's conceptual framework. Only few companies have adopted coherent and integrated global templates that can be adapted to multiple jurisdiction with little effort. The prevailing approach remains American-centric, reflecting the United States standing as the largest economy in the world. This approach persists in many in-house legal departments, even in non-US global companies. The US-centric model is the prototype of a "one-size-fits-all" approach, where local contracts must conform with standards based in the common law and in US culture overlooking important differences of local laws.

In this article, we propose a method for creating global templates that address universal legal issues while recognising the need for adaptation. The proposed method assumes that by identifying the points of convergence and divergence, legal drafters can develop clauses to be applied globally and others that allow for adaptation to meet the requirements of specific jurisdictions. This top-down approach reduces the need for adaptation, improves standards and more easily ensures compliance with local laws and cultures.

BACKGROUND

As business relations developed and expanded over the last 100 years or more, the world has evolved from businesses based and centred in their home countries to multinational businesses with a worldwide reach.

Before 1950, businesses operated mostly in a single country with exports being mere extensions of their local business. After World War II, large multinational businesses emerged, whose international business might at times exceed its domestic markets. More recently, we are seeing businesses whose international components not only exceed the value of their domestic business but are intrinsically global.

The approach to legal and contractual issues followed along the same lines. In a first moment, international companies would conform to the practices of the countries where they had a presence, with only some oversight from general counsels based in the US or elsewhere.

In the first half of the twentieth century, changes occurred in the contractual landscape with attempts by the International Chamber of Commerce (ICC) to standardise legal terms of international commerce. The ICCs Incoterms established in 1936 are one of the most successful set of international contract terms and essential to international trade.

The ICC also created various model contracts and clauses, that include models for joint venture, distribution and franchising agreements, among many others.

The International Trade Centre (ITC), a joint agency of the World Trade Organisation (WTO) and the United Nations (UN), created a series of model contracts directed primarily to small and medium-sized enterprises, which include a corporate joint venture agreement, a commercial sale of goods agreement, a manufacturing agreement and a distribution of goods agreement.

The ICC and the ITC models are offered in many languages and represent an effort to bridge the gap between civil law and common law systems. They are now widely used but did not achieve the same success as the Incoterms, which are prevalent in international trade. International standardisation did not follow the same pace as globalisation and a significant gap exists between successful common law examples, like the ISDA Master Agreement, and the less successful approach of international organisations.

No serious attempt has been made to truly globalise contracts. Most US-based large multinational companies remain closely tied to their home country's laws and bring with them highly detailed common law precedents. In contrast, civil law contract tradition relies on legislation to fill the gaps in contracts. As European businesses expand, their legal departments tend to follow the same US-centric approach and to adopt the same common law precedents, which now dominate international markets.

THE CHALLENGES OF IN-HOUSE COUNSEL

The starting point

The first step for in-house counsel wishing to establish template business agreements and legal documents is to determine the starting point. Should they use the same model agreement used in domestic transactions? Should they use international models, like the ICC or ITC contracts? Or should they prepare new templates from scratch?

In most cases, the starting point will be a combination of the company’s original home template or another internationally recognised model with some adaptations based on the in-house counsel's or their advisers' experience in international contracts.

Rarely, this effort is made by taking a holistic approach to the problem and laying out a plan of action for building models that can be easily adapted to local laws. Often work starts from a common law precedent, which cannot be easily adapted to meet local law requirements. Local lawyers will tend to revert to their own home country models as the sole means of ensuring compliance with their respective laws, clinging to outdated practices that also hinder the creation of cohesive standards. Only the adoption of truly global templates, based on common principles, can facilitate the adaptation to both common law and civil law systems in a consistent manner.

Linguistic barriers

The second obstacle is the linguistic barrier faced in translation work in general.

Ortega y Gasset, the renowned Spanish philosopher, argued in "Misery and Splendour of Translation" that translation was impossible because the nuances of languages and the meanings of words varied; their equivalents in different languages never meant exactly the same thing, as they evoked different realities.

Italians have a saying, "traduttore, traditore" (literally "translator, traitor"), which captures the fundamental problem of translations: all translations somehow betray the original text's meaning.

In legal translations the problem is exponentiated. Many specific legal terms do not have equivalents in other languages because there are no matching legal concepts in those languages and legal systems. For instance, a common law "warranty" has a precise legal meaning that does not match the corresponding word in Portuguese, "garantia", Spanish, "garantía", or French "garantie", which also can be used to translate the English word "guarantee". Meaning can be altered in legal translations.

The problems in translation, as described by Ortega y Gassett and other authors, is also well documented in what regards legal translations in various academic studies.

Although machine translation facilitates the work of translators, it does not solve problems in translation that arise from the fundamental cultural and linguistic differences between languages.

In other cases, syntax and style vary making it harder to have word for word correspondences. This is important for legal texts because the closer the translation is to the original less is lost in the translation. Legal documents aim to be precise and unambiguous. Translation can strip away precision and create ambiguity.

Legal and cultural obstacles

On top of linguistic barriers, specific legal concepts and legal systems internal order vary. Some legal concepts may not exist in one jurisdiction, resulting in translations deviating from the intended purpose of the provision. For instance, the legal concept of "consequential damage" does not exist and should not be used in most civil law countries. "Force majeure", a concept originated in the French Civil Code, now has a different meaning in common law. The concept of "merchantability" of goods is not recognised in civil law countries.

The problem is not with finding the right word to express the concept, the problem lies in the lack of the concept, which makes it impossible to "transplant" it (more than translate it) to a different environment. The ideas behind "consequential damage", "force majeure", "merchantability", "warranty" can be understood, but to give the contract parties the same protection that is intended in a common law contract requires changes that will make the language of the two versions different and raise discrepancies in the text and in its interpretation.

Certain provisions used in common law contracts face strong objections in civil law countries, as is the case of limitation and exclusion of liability.

Cultural differences also account for different forms of drafting that will alter the form and substance of the original text.

Everchanging legislation

Last, in-house counsel will have to face the continuous evolution of laws, with new legislation and new court decisions impacting existing and future documents. Contracts need to be updated on a regular basis to keep up with these changes.

PROCESS FOR SETTING UP GLOBAL CONTRACT TEMPLATES

The objective of global templates is to create a standardised yet adaptable framework that can be translated into multiple languages and tailored to comply with local legal systems. The following is a steps plan for achieving that goal.

Step 1: Define the specific project goals

In-house counsel tasked with creating and deploying firm-approved templates must first define the scope of their task. Creating a single contract differs from drafting a set of documents covering all aspects of a company’s international business.

If the task includes a wide range of matters, such as preparing a model employment agreement, a distribution agreement, a manufacturing agreement, a procurement agreement, and a sales agreement, the resources required will be greater, but, regardless of scope of the assignment, it is advisable to design the process in a manner that ensures future scalability.

When defining the project goals in-house counsel (or its external team assigned with the project) should make a preliminary assessment of how regulated are the subject matters of the model contract or contracts that are to be templated in the jurisdictions where the company operates and how extensive is that regulation. This assessment will serve as a basis for designing the first contract template and reduce the risk of making a template that is biased towards the author's or the company's own country laws.

Step 2: Identify points of convergence and divergence in potentially applicable local laws

The second step is to identify universal clauses that can be used as models for global templates, such as the contract’s object, consideration, place and time of performance, basic elements of default, termination, dispute resolution, and governing law. These elements are generally present in contracts across legal systems.

It is also necessary to determine the level of regulatory pressure for each contract type and its various elements. For instance, employment agreements are generally highly regulated in most countries. Local laws regulate nearly all aspects of the contract, including time and place of work, days off, vacations, social benefits, and termination. Distribution and agency agreements may be subject to local laws, but the parties have greater freedom to stipulate their respective obligations, what constitutes a default, choice of law, and jurisdiction. Sales and services agreements are, in most instances, less regulated, and the parties have an even wider degree of freedom. Conversely, consumer agreements are highly regulated.

Likewise, several contracts may be subject to general or specific laws in the various countries where the contract is to be deployed. For instance, limitation and exclusion of liability provisions are subject to restrictions in many civil law countries. Non-compete and exclusivity clauses may trigger local or multinational competition rules (such as the Treaty on the Functioning of the European Union and derivative regulations or the Sherman Act in the United States).

Upon completion of this task, it will be possible to build a matrix mapping the points of convergence and the points of divergence resulting from legal and regulatory pressure for each contract type and identifying the specific elements affected by contract-specific laws (e.g., employment, distribution, consumer sales, business sales) and general legal restrictions on particular clauses (e.g., warranties, limitation of liability).

Step 3: Create modular building blocks that can be used in multiple jurisdictions

Based on the clause matrix, you can develop a library of modular clauses including not only boilerplate clauses (governing law, jurisdiction, severability, entire agreement, interpretation, etc) but also other contract terms that are expected to be universally accepted (scope of contract, price, non-compete, confidentiality, default, term and termination). These modular clauses loop are the building blocks of individual contracts. It is important to identify the origin of each provision (block) and note related key legal issues that arise in common law and civil law countries. These initial blocks can be based on the company’s home country’s template and in international models.

International contract models (e.g., ICC, ITC) can be used as a starting point because they incorporate inputs from various legal systems and aim to harmonise common law and civil law concepts.

When starting from in-house precedents compare them with international standards to identify local aspects of the in-house precedent, noting points that may need review.

To the extent possible, clause blocks should be written in neutral, non-idiomatic terminology and avoid culturally specific references to minimise difficulties in translation and adaptation. To ensure future adaptation include placeholder clauses and terms for local variations in the places where changes may be needed (e.g., [LOCAL LAW LIABILITY ADAPTED LANGUAGE], [LOCAL LAW WARRANTY LANGUAGE], [LOCAL LAW CARVEOUT], [REFERENCE TO LOCAL LAW SATUTE/REGULATION]).

Step 4: Write first set of draft global templates

The contract building blocks serve to prepare the first set of draft templates. It is advisable to start with less regulated contract types and move up to more regulated and consequently in need of more adaptations to local laws.

To avoid specific laws' biases in existing templates and precedents, designing the contract from scratch is the best option. For instance, employment contracts tend to adopt particular styles of writing, are highly contextual, and contain elements dependent on the specific laws that apply to them. Starting from a blank page will allow the drafting of a more neutral model, which can later be adapted to each local jurisdiction.

Step 5: Finalise first draft global template

To finalise the global template, it is necessary to incorporate the inputs from various jurisdictions. Local law inputs may impact the design of clauses that are intended for global use by limiting or expanding certain terms or by using expressions that are neutral without compromising the meaning and purpose of the provision. Global templates should have a modular structure, separating the clauses that are to apply globally from those that will be localised later.

Step 6: Translate and adapt templates

The final step will be to translate the global template into the relevant languages and identify and resolve translation problems that could result in ambiguities or discrepancies. Translations and adaptations to local laws should be considered in the final draft of the global template. This must be done carefully not to overcomplicate the process. It is not possible to go back and forth considering all the inputs from local lawyers, but it is possible to put issues into buckets by language and legal system, starting from separating civil law and common law countries, Latin origin languages (French, Portuguese, Spanish Italian etc), Germanic languages (English, German, Swedish etc.), etc. When venturing into the Middle East and Asia, the profound differences of local cultures and languages must be considered.

After completing the first set of translations and adaptations, it is useful to compare the various country templates, which will serve to identify problems and points of convergence, for instance, between various common law or civil law countries, and ensure that the final country templates have the fewest variations possible.

Certain clauses can then be customised on a multi-jurisdiction basis using the clause matrix. For example, limitation and exclusion of liability clauses can be adapted to comply with local laws by comparing variations across different jurisdiction to identify regional points of convergence across different jurisdictions. In Europe, EU legislation helps to harmonise contract terms among its member states; civil law countries and common law countries have many points of contact within their respective groups.

CONCLUSIONS

In a globalised world where businesses operate in multiple countries, it is necessary to have a process for developing and deploying global templates in multiple languages and jurisdictions. A "one-size-fits-all" approach based on a single jurisdiction precedents is fundamentally flawed.
The proposed process aims to deal with the complexity of building, translating and adapting global templates, by adopting a top-down approach that takes into account more than one local law and different linguistic and cultural aspects since the beginning of the drafting process; this allows for a swifter implementation, reduce the need for overspecialised local variations, align local contracts with the business' global vision and mitigate the risk of disputes.

See pdf

The Tax Benefits Statute ("EBF") grants companies a tax incentive for salary increases.

This incentive consists of a tax relief equal to 200% (instead of 100%) of the amount of expenses corresponding to salary increases in relation to employees with permanent employment agreements.

This incentive applies when the following conditions, among others, are met:

• The increase in the average annual base remuneration in the company, compared to the end of the previous year, is at least 4.7%; and
• The increase in the annual base remuneration of employees who earn less than or equal to the company’s average annual base remuneration at the end of the previous year is at least 4.7%.

The maximum annual amount of expenses which companies may increase, per employee, corresponds to five times the guaranteed minimum monthly salary, excluding any expenses arising from the adjustment of such amount.

The law establishes some limits to the application of this incentive.

Among other limits, the incentive will not apply when, in the relevant year, there is an increase in the salary range of the employees compared to the previous fiscal year.

The salary range refers to the difference between the highest and lowest annual fixed remuneration of the employees, calculated on the last day of the tax period.

Law 65/2025 revoked this limit, this way expanding the scope of application of this incentive to situations that were previously excluded.

This measure will take effect as of 1 January 2025.

Thus, in 2025 and until the expiration of this incentive, companies will be able to benefit from the salary increase incentive even if, as a result of the said salary increase, there is a widening of the salary range.

See pdf

Currently, the general Corporate Income Tax (“CIT”) rate in the mainland territory is 20%, with a reduced rate of 16% being applicable to the first €50,000 of taxable income in the case of small and medium-sized enterprises (SMEs) and small and medium capitalization companies (Small Mid Cap).
According to Law 64/2025, the general CIT rate will be reduced over the next three years as follows:

• In 2026, the CIT rate will be 19%;
• In 2027, the CIT rate will be 18%; and
• From 2028 onwards, the CIT rate will be 17%.

In the case of SMEs and Small Mid Cap companies, a reduction in the rate applicable to the first €50,000 of taxable income to 15% is also approved, with the reduction being applicable from 2026 onwards.

The rate applicable to entities that do not primarily engage in commercial, industrial, or agricultural activities will also be reduced from 20% to 17% in accordance with the same schedule provided for companies.

Despite this reduction, the municipal surcharge rates (up to 1.5%) and the State surcharge rates (between 3% and 9%) remain unchanged.

Similarly, the general rate of 12.5% applicable to startups remains unchanged provided the following requirements are met:

• Be an innovative company with high growth potential, featuring an innovative business model, products, or services;
• Have completed at least one round of venture capital financing by an entity legally qualified to invest in venture capital, subject to the supervision by the CMVM or an equivalent international authority, or through the contribution of equity or quasi-equity instruments by investors other than the company’s founding shareholders (e.g. business angels certified by IAPMEI);
• Have received investment from Banco Português de Fomento, S.A., or from funds managed by it, or by its subsidiaries, or from one of its equity or quasi-equity instruments.

With the measures now introduced, the general CIT rate will once again fall below the European Union average. However, the maintenance of the municipal and State surcharges implies that the maximum tax rate applicable to companies could reach up to 27.5%.

See pdf

The Portuguese Parliament recently approved an important document (Resolution No. 161/2025) regarding the regulation of the gaming and gambling sector in Portugal, guiding the Portuguese Government to adopt measures aimed to protect consumers, combat illegal gambling, and modernize the regulatory framework (the Online Gaming and Betting Law “RJO”), especially in the context of online gambling. Below are the main recommendations of this resolution.

Protection of Vulnerable Groups and Young People

Young people are increasingly exposed to online gaming. Data from the second quarter of 2025 shows a 9.9% increase in the number of registered players on licensed platforms compared to the same period of the previous year, with 77.8% of these players being under the age of 45. To address this reality, the RJO must be adjusted to follow the new market dynamics and emerging technologies.

More Effective and Integrated Self-Exclusion Mechanisms

Although it is already mandatory for gaming platform operators to provide self-exclusion mechanisms to their users, currently, an exclusion requested directly on a platform only applies to that platform itself, unless the request is made through the Gambling Regulation and Inspection Service (SRIJ), which covers all licensed platforms.

The Resolution proposes to unify and simplify the process, making exclusion immediate and universal, regardless of the method of request, and to introduce technologies for voluntary blocking of access to betting websites and applications, helping to prevent compulsive behaviours.

Advertising and Sponsorship Control

Restrictions and recommendations on this matter already exist, such as the guidelines in the SRIJ's Best Practices Manual. Nevertheless, the Resolution recommends the creation of stricter rules, especially aimed at protecting young people and other vulnerable groups.

Combating Illegal Gambling

To combat illegal operators, it is suggested to develop swift methods for blocking domains, promotional pages, and social media content, in addition to limiting payment processors associated with unlicensed websites. It is also proposed to strengthen blocking technologies (DNS, IP addresses, and URLs) and the capabilities of inspection teams, who must be prepared to prevent crimes such as money laundering and terrorism financing.

Revenue Distribution and Regional Development

The Resolution proposes that part of the gambling revenue be invested in the interior of the country, promoting a better-balanced development and boosting regional tourism.

Transparency

An online portal containing detailed information about the origin and allocation of the funds is recommended to ensure transparency.

PS: The regulation of the gambling market has received considerable attention recently, with recent draft bills being proposed in the Portuguese Parliament by different political parties. Livre proposed stricter limits on advertising, including a general ban with limited exceptions for State social games and specific professional contexts, alongside a complete prohibition on sponsorships of events, competitions, and media content. Additionally, their proposals aim to expand self-exclusion mechanisms by ensuring that a player’s request for exclusion on one platform can apply across all licensed online gambling entities. Similarly, PAN has put forward a draft bill to enhance public awareness of gambling risks, strengthen self-exclusion processes, and combat addictive behaviours through a national plan. None of these proposals has yet been approved. But should these measures be approved, they will affect all stakeholders. The Portuguese Press Association has already warned about the economic effects on media advertising revenues and suggests alternative measures to balance consumer protection and the sustainability of the sector.

See pdf

Pursuant to Decree-Law no. 115/2025 of 27 October, access to information on ultimate beneficial owners’ data is no longer and will require evidence of a legitimate interest by the party requesting such information.

The changes to the Legal Framework of the Central Register of Ultimate Beneficial Owners (“UBO Central Register”), established under Law no. 89/2017 of 21 August, approved by Decree-Law no. 115/2025, of 27 October, may be summarised as follows:

• Restricted access to information: access to UBO Central Register will from now on requires evidence of a legitimate interest by the requesting party.
• Registration and audit of access: all access requests to UBO Central Register will be kept in record for a period of five years. Such record will include the legitimate interest invoked, with a view to ensure traceability and accountability regarding the use of the information.
• Clarification of the certain legal aspects: undivided estates are now expressly excluded from UBO Central Register filing, in line with the provisions applicable to dormant estates.

Also, the scope of the information to be collected regarding legal representatives of underaged ultimate beneficial owners or adults subject to guardianship has been limited, in accordance with the data minimisation principle under the General Data Protection Regulation (GDPR).

• Digital access: it will be possible to access UBO Central Register through a digital wallet, subject to a separate regulation to be enacted.

The essential data of ultimate beneficial owners - name, month and year of birth, nationality, country of residence, and economic interest held – that is available at UBO Central Register remains unchanged.

Decree-Law no. 115/2025 of 27 October implements article 74 of Directive (EU) 2024/1640 in Portugal but certain aspects of the regime - form of access and information to be collected from requesting parties - require additional legislation to be enacted. It will be necessary to wait for such legislation to understand the impact of the changes in the access to the UBO Central Register.

In any case, we would note that Directive (EU) 2024/1640 establishes the following entities, among others, should be considered as holding a legitimate interest to access the UBO Central Register:

• civil society organisations, academia and investigation journalists in respect of UBO information with vital importance for their functions and public scrutiny in matters to the prevention or combating of money laundering and terrorist financing;
• entities subject to anti-money laundering and terrorist financing obligations provided they can demonstrate the need to access UBO information in relation to a legal entity to perform customer due diligence; and
• providers of anti-money laundering and terrorist financing products, such as for example client identification services, provided they can demonstrate the need to access UBO the information in the context of a contract with entities mentioned in the previous paragraph.

See pdf

The Portuguese Parliament has approved the VAT grouping, which will allow closely connected companies to be treated as a single taxable entity for VAT purposes.

Under the new rules, the VAT group may include companies that are closely linked from financial, economic, and organizational perspectives. A financial link exists when one company — the controlling entity — directly or indirectly holds at least 75% of the capital of another, granting it more than 50% of the voting rights. The group companies must also carry out similar, complementary, or interdependent business activities and share common management or pursue the same business strategy.

The implementation of the VAT grouping is determined by the controlling company and may apply to all entities that:

1. Maintain their registered office or a permanent establishment in Portugal;
2. Conduct transactions that give rise to the right to deduct VAT, in whole or in part;
3. Operate under the standard VAT regime with monthly reporting; and
4. Have held the required ownership threshold for more than one year, except for companies created by the group within the past year, provided that the ownership level has existed since incorporation.

Each member of the VAT group will continue to submit its periodic return by the 10th day of the second month following the relevant period and report the VAT payable or recoverable as if it were not part of the group.

Once all individual returns have been submitted, the Portuguese Tax and Customs Authority (AT) will prepare a consolidated group return, combining the results reported by each company. This consolidated return aggregates both VAT payable and recoverable, resulting in a single net amount for the entire group. The group return is considered accepted unless amended by the controlling entity.

Payment of the VAT due is made by the controlling entity, which bears primary responsibility for fulfilling the group’s tax obligations. However, all group companies will be joint and several liable for this payment.

The VAT grouping will be available as of 1 July 2026. The controlling entity wishing to form a VAT group must submit a declaration of change of activity to the Tax and Customs Authority in order to apply the VAT grouping

See pdf

The Portuguese Ministry of Environment and Energy (MAE) published last October 13, Ordinance No. 358/2025/1, which sets out the procedural requirements for applications for production and operation licences of biomass power plants.

This Ordinance enacts Decree-Law No. 64/2017, which established a special scheme for the installation and operation of new forest biomass plants by municipalities, intermunicipal entities or municipal associations. It also sets out in detail the documents and information required for licensing applications and for binding opinions issued by the Portuguese Institute for Nature Conservation and Forests (Instituto da Conservação da Natureza e das Florestas - ICNF). Among these requirements are:

• For production license applications: the request of opinion from ICNF on biomass sustainability and availability, copies of supply contracts, the Single Environmental Title (Título Único Ambiental -TUA), and the design of the carbon capture project;
• For operation license applications: the elements listed paragraph 3 of Article of Decree-Law No. 15/2022.

The ICNF opinion request must include a 10-year biomass supply forecast, the plant’s capacity, estimates of forest and agricultural biomass availability, and the sustainability, local coordination, and monitoring measures regarding the origin and type of biomass.

The Ordinance also provides for the possibility of waiving the biomass power plant of carbon capture project, upon a duly justified request to DGEG, the Portuguese Directorate of Energy, and the submission of an independent technical opinion confirming the project’s technical or economic infeasibility. The decision rests with MAE, the member of the Government responsible for the energy sector and is valid for up to three years.

This Ordinance entered into force on October 14 and revokes Ordinance No. 267/2022.

See pdf

This article discusses why and how legal design can help improving legal documents. Legal design is an innovative approach to the way businesses and law firms draft and use legal documents to ensure they are accessible and truly effective by applying product design principles to legal drafting.

Legal design aims to address the often hermetic or closed nature of traditional legal documents by taking the viewpoint of end-users, whether they are clients, suppliers, government authorities or other legal professionals, and communicating in a manner that is effective and comprehensible without compromising its intended purpose.

THE PROBLEM

Use of Antiquated and Hermetic Terminology

Many legal terms, such as habeas corpus, estoppel, chattel or tort, are relics of the eras in which they originated.

At the time most terms began to be used in a legal context, they were often common words used in day-to-day language of that time; in some cases, they adopted a symbolic nature that conferred them power and warned people that were to be taken seriously. We must also remember that when civilization appeared, Law, religion and political power were closely interconnected.

This feature is seen in every country, language and legal system, showing the intrinsic cultural nature of the Law.

It is possible to reduce the use of complex and difficult legal terms, but it is impossible to avoid their use altogether. To do so, we would need to rewrite the laws of every country and replace such old terms for newer common words. This task would not only be enormous but also give rise to new legal terms that would eventually age and get disengaged with society as time lapses.

Legal terms, as an integral part of the Law, aim to provide security and predictable outcomes. For this reason, once a legal term is coined it will remain unchanged for as long as it is needed, its meaning changing slowly as it is used by courts, legislators and other legal practitioners. Like other words it may fade away or be replaced, but not at the normal rate of evolution of language, which is everchanging. Legal terms remain as cornerstones of the Law; their rate of change is slow because people must trust they remain almost static in a world of continuous flux.

The use of established legal terms that may be either antique or not easily understood by consumers or lawyers' clients is many times unavoidable, but lawyers should endeavour to use simpler terms and providing clear explanations of more difficult and not commonly used terms.

Complexity of Legal Texts

The meaning of most legal terms can normally be condensed in one sentence. You can look up many legal terms in a dictionary and get a reasonably straight explanation.

However, legal terms will eventually acquire various interpretations as they are applied to specific situations as controversies between individuals and businesses surface. Legal books discuss such interpretations. Court decisions reflect on their meaning and on the applicability of specific legal terms in real life situations, giving rise to more views and interpretations. This makes the Law a complex business mastered only by specialists, but that does not mean that ordinary people should be excluded from the legal world.

Despite their inherent complexity, legal texts can be simpler than they currently are. Legislators, judges and lawyers should reduce the length of sentences and use a simpler language in their documents.

USER-CENTRIC APPROACH OF DESIGN

Legal design implies a shift in the approach to legal writing, moving from old school formal structures where legal concepts are the central object of the document, to a user-centric approach that prioritises conveying a clear message to the intended recipient. This change in focus – from the object (legal concepts) to the subject (the reader) – is essential for lawmakers, judges and lawyers to write legal documents that are purposeful, meaningful and understandable.

Using the analogy of product design, Apple's iPhone (including both its software and hardware) is a good example of a user-centric product, which has in mind the user's ability to learn and use new features or adapt to changes, such as the shape, size, position and functions of buttons. Features that are not understood by the user are either eliminated or redesigned. Steve Jobs' and Jony Ive's stellar products like the iMac, iPod, iPhone and iPad - arguably inspired by the famous industrial designer Dieter Rams - show what product design should be. This approach contrasts with the clumsy and often unintuitive competing products like the physical keyboards of Nokia and Blackberry "smart" phones.

Good legal design aims to make legal documents accessible and understandable to the persons they are addressed to. The first consideration in drafting a legal document is identifying its addressee. It is different to write the terms and conditions for a B2C like Amazon's online shop or Google's search engine, which are addressed to persons with different backgrounds, cultures and languages, from drafting a B2B loan agreement to finance the acquisition of a multinational business.

Google's terms and conditions adopt the principles of legal design. They start by a giving a good visualisation of their content, with the use of only minimal visuals to make the presentation more aesthetic without compromising the importance of the message. The text fonts are clean and easy to read. Defined terms are used sparingly and their respective definitions are shown by hover-over side notes. Hyperlinks take users to the relevant sections of the legal terms. Most of the text is written in plain English.

However, there are some redundant sentences in Google's legal documents; for instance, its Privacy Policy starts with the following paragraph:

"When you use our services, you’re trusting us with your information. We understand this is a big responsibility and work hard to protect your information and put you in control." (our emphasis)

The phrase "we understand this is a big responsibility and work hard to…" seems to lack substantive value. It is self-evident that Google can face potential sanctions and lawsuits if it does not protect the privacy of its users. Statements regarding Google's efforts, like working "hard" to protect the user's rights, are unnecessary and can reinforce Google’s obligations towards users. Google must not only do what is legally or contractually required, it must work "hard" in doing so.

Legal terms are meant to establish the rights and obligations of users and service providers. The use of promotional language that only aims to enhance the service provider's image can be potentially misleading and should be avoided.

LEGAL DESIGN PRINCIPLES

Dieter Rams "Ten Principles of Good Design" can be used as a starting point for legal professionals tasked with legal drafting.

Inspired by Dieter Ram's principles, we propose the following "Nine Principles of Good Legal Design":
1. Good legal design is purposeful. A good legal text is not an end in itself; any legal text must have a defined purpose.
2. Good legal design makes the text meaningful. A good legal text must convey a message.
3. Good legal design is aesthetic. The aesthetics of a good legal text lies in the clarity of its message.
4. Good legal design makes a text understandable. A good legal text must be easy to read and understand.

5. Good legal design is unobtrusive. A good legal text is not verbose; words are used intelligently and intentionally.

6. Good legal design is honest. A good legal text must be plain, not concealing unexpected conditions or exceptions in complex provisions.
7. Good legal design is long-lasting. Good legal texts survive time changes. The French 1804 Civil Code, that served as an inspiration for civil law countries codification in the nineteenth century, and the United States Constitution of 1787 are good examples of how legal texts can live for centuries. Both texts are aesthetic and clear despite using what is now an antiquated style.
8. Good legal design is thorough, down to the last detail. Good legal texts must be well thought; the implications of each sentence must be considered; each word counts; the phrasing of conditions and consequences will have an impact that must be intended.
9. Good legal design is as little design as possible. Legal texts must be as short as possible and redundancy kept to the minimum. Double conditions should be avoided. Sentences that are not serving an intended purpose should be eliminated.

PRACTICAL STEPS

Legislators, judges, lawyers and other legal professionals must communicate with every other person in clear, unambiguous and accessible language.

Generally, legal documents do not need to be overly complex and difficult to understand. Following basic grammar and style rules is sufficient to greatly improve the accessibility of any legal text, whether it is a statute, a court decision, a contract or a client memo.

To ensure the accessibility and clarity of legal texts to their addressees, legislators, judges, lawyers and other legal professionals should:
1. Use short and clear sentences. Reduce the use of conditions and other embedded sentences as much as possible. Double conditions should be avoided in all instances. Break long sentences in smaller ones. Put conditions to the application of provisions in lists that are easy to read. When there are exceptions to the application of particular provisions, place them in separate paragraphs.
2. Ensure that every sentence has a clear and defined purpose. In contracts and other legal terms and conditions include only the provisions that are mandatory under the Law or required to properly describe the parties' obligations and the contract conditions. For B2C this will mean reducing document to essential clauses only. For B2B contracts complexity will surely arise but should be mastered and well thought. Question the need and meaning of every sentence.

Do not use boilerplate provisions unless needed. Consider the implications of each provision in the transaction at hand; consider if a shorter version of the provision would not protect the parties adequately considering the nature, size and importance of the transaction.

Do not curtail provisions by creating exceptions to conform with legal requirements. For instance, if a limitation of liability is not allowed in a particular jurisdiction do not include such limitation, instead of carving an exception for that jurisdiction. In terms and conditions applicable to multiple jurisdictions, identify the provisions that must be changed to conform with certain jurisdictions and organise a workflow showing similarities and differences to reduce the need to customise language for the fewer number of countries as possible.
3. Avoid complex legal expressions without compromising meaning and precision. Replace old words for their equivalent everyday language whenever this does not make the text ambiguous or less clear.
4. Use defined terms and definitions sparingly. In B2C contracts include a glossary explaining the meaning of complex terms, but avoid using definitions for cross-referencing across the document unless they facilitate its readability. For B2B documents use definitions purposefully. If a term is used only one time, do not define it. Put definitions in a separate clause when the document contains many defined terms. Avoid putting definitions in the middle of sentences.
5. Ensure that the visual presentation of the text is clear and accessible. Use legible fonts, consistent numbering and font hierarchy and size and by highlighting the more important sections and words to focus the addressee's attention to the key aspects of the document.
6. Set measurable goals to incentivise improving the clarity of documents. For instance, when reviewing existing terms and conditions in a B2C agreement, aim to reduce the number of provisions by 30%. For B2B contracts and other legal documents, aim to cut the length of sentences by at least 20%. These metrics may be more or less adequate to a particular text, but by setting measurable goals you take a first step in the right direction: simplifying legal texts.

FINAL REMARKS

We advocate that lawyers and other legal professionals should strive to make their documents simpler and more readable to their audiences, whether they are other legal professionals or ordinary people.
The suggested legal design principles and practical steps aim to help change the current mindset in the legal profession and introduce lawyers into the habit of working with their readers in mind rather than crafting laborious but hard to understand texts.

See pdf

The Portuguese Government has submitted for public consultation the legislation introducing changes to the National Electricity System (“SEN”) approved by Decree-Law No. 15/2022. that partially transposes Directive (EU) 2023/2413, of 18 October 2023 (Red III Directive).

Please find below the main topics of the new draft legislation:

• The creation of Renewable Energy Deployment Acceleration Zones (“ZAER”), aimed at simplifying and accelerating the licensing of renewable energy projects;The ZAER will be defined by the Task Force for the Licensing of Renewable Energy Projects 2030 (“EMER 30”) and the General Direction for Energy and Geology (“DGEG”), subject to public consultation and environmental assessment, excluding areas that are sensitive from an environmental, cultural, and heritage standpoint and providing for measures to mitigate possible impacts;
• The setting of maximum deadlines for licensing decisions: one year for projects in general and six months for those located in ZAERs. In the case of offshore projects, the deadlines are three and two years, respectively;
• The DGEG will now be the sole point of contact for licensing applications, with 45 days (or 30 days in ZAER) to confirm receipt and completeness of applications;
• Exemption from environmental impact assessment for certain projects located in ZAER, including power generation centers, re-equipment, storage facilities, and respective connections to the grid;
• Requirement for developers to submit a plan of measures to facilitate public acceptance as a condition of licensing;
• The preparation by EMER 30 of a National Plan for the Promotion of Knowledge and Public Acceptance of Renewable Energy, aimed at involving local communities and raising public awareness through the creation of regular channels of communication with citizens.

Finally, the project clarifies that the new rules only apply to licensing procedures initiated after the law comes into force.

All stakeholders can participate in this public consultation on the ConsultaLex platform until October 23, 2025.

See pdf

In August 2025, the Prime Minister of Portugal announced the Government's intention to launch an international public tender for the construction of the new Central Hospital of Algarve (Hospital Central do Algarve) under a Public-Private Partnership scheme (PPP) in October 2025.

At the occasion, the Prime Minister stated that the new hospital would involve an investment of €800 million. Construction is expected to begin in 2027 with the hospital scheduled to be fully operational by 2030.

BACKGROUND INFORMATION

The Prime Minister's announcement follows an aborted tender for the construction of the Algarve Central Hospital launched in 2008 that was ended in 2022. At the time, the construction of the hospital represented an investment of €250 million, with a total cost to the State of €267 million over the course of the concession.

The first tender included the design, project, construction, supply and installation of equipment, financing and maintenance of the hospital building for a period of 30 years. The tender also included energy and supply management, and management of the parking facilities. In addition, the tender contemplated support services (e.g., sterilisation, catering, laundry, cleaning, waste management, security, and infection control) for a period of 7 years from the date the hospital building became operational.

In 2009, following the prior qualification phase, Teixeira Duarte and a consortium led by Edifer were chosen to present their best and final offers (BAFO).

The project derailed in 2011 when Portugal sought a bailout from the European Union, the European Central Bank and the International Monetary Fund, resulting in the suspension of the Algarve Central Hospital along with many other investment projects.

In 2021, a technical evaluation of the procedure was conducted. The Central Administration of the Health System (ACSS, I.P.) determined that a thorough revision of the functional program was necessary for relaunching the project to ensure alignment with current standards in hospital care provision, particularly in relation to clinical and technological advancements.

In 2023, a project team was created by Project Support Technical Unit to study and prepare the PPP for the construction of the Algarve Central Hospital, which conducted a comprehensive review and reformulation concerning the area of influence, care profile, activity projection, and project sizing requirements for the new hospital. This technical review was approved by the Minister of Health’s Order 1661/2024 of 2 February 2023, setting the key objectives of the new Algarve Central Hospital.

The technical review report highlighted the need to strengthen outpatient surgical services and to modernise and integrate technological advancements. The report also recommended, based on the expertise gained within the public hospital network, a reassessment of the inpatient care framework, including an increase in bed capacity to address the extended average duration of medical stays, driven by rising life expectancy, greater complexity of conditions, and the prevalence of multiple severe comorbidities.

NEW ALGARVE CENTRAL HOSPITAL MAIN REQUIREMENTS

Based on the technical review conducted in 2023, the Government established the functional profile and sizing for the project, setting a minimum capacity requirement of 742 beds, which includes:

• 619 conventional inpatient beds;
• 36 psychiatric inpatient beds;
• 10 child and adolescent psychiatric inpatient beds; and
• 77 special inpatient beds (i.e. 39 adult intensive care, 6 paediatric intensive care, 6 cardiology intensive care, 9 stroke unit beds, and 17 neonatal care beds).

The new hospital is also expected to have the following facilities and capacities:

• Home hospitalisation;
• Palliative care;
• 18 operating theatres;
• 74 consultation rooms;
• Maternity block with 10 rooms; and
• Various day hospitals.

In addition, the tender is likely to include the provision of the following medical equipment:

• 3 CT scanners;
• 3 MRI machines;
• 3 angiography systems;
• 1 PET/CT scanner;
• 1 gamma camera;
• 2 linear accelerators: and
• 1 brachytherapy unit.

The provision of reserved spaces to accommodate various types of additional equipment in the future are expected to also be part of the tender requirements.

PPP MODEL FOR THE NEW ALGARVE CENTRAL HOSPITAL

The specifications of the new PPP are not yet known. However, it is foreseeable that the Government will use one of two PPP models that were used in the hospital sector in the past:

• Design, Build, Finance and Operate (DBFO). Under this model, the private partner was responsible for the design, construction, financing and operation of the hospital and entered into two contracts with the State: one for the construction and maintenance of the hospital facilities for 30 years and another for the healthcare service management for around ten years (e.g. Hospital de Cascais (2008), Hospital de Braga (2009), Hospital de Vila Franca de Xira (2009) and Hospital de Loures (2010)).
• Design, Build, Finance and Maintain (DBFM). Under this model, the private partner’s role is limited to the design, construction, financing and maintenance and the clinical management remains entirely with the State (e.g. Lisboa Oriental Hospital).

The last PPP in the hospital sector in Portugal was the Lisbon Oriental Hospital awarded in 2022. This PPP was based on the Design, Build, Finance and Maintain (DBFM) model.

Regarding the Algarve Central Hospital, it remains uncertain at this stage which PPP model (DBFO or DBFM) will be implemented; however, considering the change in Government in 2024, either of the two models may be selected.