Business Agreement for Philippines

Business Agreement Template for Philippines

A comprehensive business agreement template designed in compliance with Philippine law, particularly the Civil Code of the Philippines and the Revised Corporation Code. This document serves as a foundational framework for establishing business relationships between parties, incorporating essential provisions required under Philippine jurisdiction while maintaining flexibility to accommodate various business arrangements. The agreement includes mandatory provisions for contract validity under Philippine law, addresses key commercial terms, and provides mechanisms for dispute resolution within the Philippine legal context.

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What is a Business Agreement?

This Business Agreement template is designed for use in the Philippine jurisdiction, where business relationships are primarily governed by the Civil Code of the Philippines (Republic Act No. 386) and the Revised Corporation Code (Republic Act No. 11232). The document is particularly useful for establishing formal business relationships between various entities operating in or with Philippine businesses. It includes essential provisions required by Philippine law, such as proper party identification, clear object of the contract, and consideration, while also addressing modern business needs such as data privacy compliance and electronic commerce considerations. The agreement can be customized for various business arrangements while maintaining compliance with Philippine regulatory requirements, including those from the Securities and Exchange Commission and other relevant government agencies.

What sections should be included in a Business Agreement?

1. Parties: Identifies all parties to the agreement, including their complete legal names, addresses, and business registration details as required under Philippine law

2. Background: Provides context for the agreement, including the business relationship between the parties and their intentions

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Scope of Agreement: Outlines the primary obligations and rights of each party

5. Term and Duration: Specifies the commencement date and duration of the agreement

6. Financial Terms: Details payment terms, amounts, and payment mechanisms

7. Representations and Warranties: States the legal promises and factual assertions made by each party

8. Obligations and Responsibilities: Details specific duties and commitments of each party

9. Confidentiality: Specifies treatment of confidential information and trade secrets

10. Termination: Sets out circumstances and procedures for ending the agreement

11. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies jurisdiction for disputes

12. Dispute Resolution: Outlines process for resolving disagreements, including mediation or arbitration procedures

13. Execution: Formal signing section complying with Philippine notarial requirements

What sections are optional to include in a Business Agreement?

1. Intellectual Property Rights: Include when the agreement involves creation, licensing, or use of intellectual property

2. Data Protection: Include when personal data processing is involved, ensuring compliance with the Data Privacy Act

3. Force Majeure: Include to address unforeseeable circumstances preventing performance

4. Non-Competition: Include when parties need to be restricted from competing activities

5. Assignment and Subcontracting: Include when transfer of rights or delegation of duties needs to be addressed

6. Insurance: Include when specific insurance coverage is required

7. Compliance with Laws: Include when specific regulatory compliance needs to be highlighted

8. Change Control: Include when the agreement may need future modifications

What schedules should be included in a Business Agreement?

1. Schedule 1 - Service Specifications: Detailed description of services or products covered by the agreement

2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of prices, payment schedules, and calculation methods

3. Schedule 3 - Key Personnel: List of key contacts and authorized representatives from each party

4. Schedule 4 - Service Levels: Performance metrics and standards if applicable

5. Schedule 5 - Data Processing Requirements: Specific data handling procedures and requirements

6. Appendix A - Required Forms: Standard forms or templates to be used during the agreement

7. Appendix B - Technical Requirements: Technical specifications or requirements

8. Appendix C - Compliance Certificates: Copies of relevant licenses, permits, or certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology and Software

Retail and Consumer Goods

Financial Services

Professional Services

Healthcare

Real Estate and Construction

Agriculture and Food Processing

Telecommunications

Energy and Utilities

Transportation and Logistics

Education

Tourism and Hospitality

Business Process Outsourcing

Relevant Teams

Legal

Commercial

Business Development

Operations

Procurement

Compliance

Risk Management

Finance

Corporate Secretariat

Project Management

Account Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Legal Counsel

Corporate Secretary

Business Development Manager

Commercial Director

Operations Manager

Procurement Manager

Contract Administrator

Compliance Officer

Risk Manager

Chief Financial Officer

Project Manager

Account Executive

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing contracts, obligations, and general civil relations. Particularly Book IV on Obligations and Contracts which sets out requirements for valid contracts, interpretation rules, and remedies for breach.
Revised Corporation Code of the Philippines (Republic Act No. 11232): Regulates the establishment, operations, and dissolution of corporations. Important for verifying proper representation and authority of signing parties.
National Internal Revenue Code: Contains tax provisions that may affect business transactions, including VAT, income tax, and documentary stamp tax requirements.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, particularly relevant if the business agreement involves consumer goods or services.
Electronic Commerce Act (Republic Act No. 8792): Governs electronic transactions and digital signatures, important if the agreement will be executed electronically.
Philippine Competition Act (Republic Act No. 10667): Ensures fair market competition and prohibits anti-competitive agreements and practices.
Anti-Money Laundering Act (Republic Act No. 9160): Requires due diligence in business transactions to prevent money laundering, particularly relevant for financial agreements.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal information, important if the agreement involves data handling.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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