Business Consulting Contract Template for Philippines

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Key Requirements PROMPT example:

Business Consulting Contract

"I need a Business Consulting Contract for a 6-month IT transformation project starting March 2025, where my consulting firm will provide digital strategy and implementation services to a Philippine manufacturing company, including provisions for remote work and data security."

Document background
The Business Consulting Contract serves as a fundamental legal instrument in the Philippine business environment, designed to formalize professional consulting relationships and protect the interests of both consultants and clients. This document is essential when engaging external expertise for business improvement, strategic planning, or specialized professional services. It complies with Philippine legal requirements, including the Civil Code, National Internal Revenue Code, and Data Privacy Act, while addressing key aspects such as scope of services, compensation, intellectual property rights, and confidentiality. The contract is particularly important in the Philippine context where business consulting services are growing rapidly and require clear legal frameworks to ensure professional standards and mutual protection of parties involved. It can be customized for various consulting arrangements, from short-term project-based engagements to long-term advisory relationships, while maintaining compliance with local regulations and business practices.
Suggested Sections

1. Parties: Identification of the consultant and the client, including full legal names, addresses, and business registration details

2. Background: Context of the consulting arrangement and brief description of the client's needs and consultant's expertise

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

4. Scope of Services: Detailed description of consulting services to be provided, including deliverables and expected outcomes

5. Term and Timeline: Duration of the agreement and key milestone dates for service delivery

6. Fees and Payment Terms: Consulting fees, payment schedule, expenses, and invoicing procedures

7. Obligations of the Consultant: Consultant's commitments, including quality standards, reporting requirements, and professional conduct

8. Obligations of the Client: Client's responsibilities, including provision of necessary information and resources

9. Confidentiality: Protection of confidential information and trade secrets shared during the engagement

10. Intellectual Property Rights: Ownership and usage rights of work products, pre-existing IP, and deliverables

11. Representations and Warranties: Promises and guarantees made by both parties regarding their capacity and authority

12. Termination: Conditions and procedures for ending the agreement, including notice requirements

13. Limitation of Liability: Extent and limitations of consultant's liability for damages or losses

14. General Provisions: Standard legal clauses including governing law, dispute resolution, and entire agreement

Optional Sections

1. Non-Competition: Restrictions on consultant's ability to work with competitors, used when sensitive industry knowledge is involved

2. Non-Solicitation: Prevents either party from hiring the other's employees or contractors, important for larger consulting firms

3. Force Majeure: Provisions for unforeseeable circumstances preventing performance, particularly relevant in long-term engagements

4. Insurance: Requirements for professional liability insurance, relevant for high-risk or regulated industries

5. Data Protection: Specific provisions for handling personal data, required when processing sensitive information

6. Subcontracting: Terms governing the use of subcontractors, needed when consultant may delegate work

7. Change Management: Procedures for modifying scope or deliverables, useful in complex or long-term projects

8. Performance Metrics: Specific KPIs or success criteria, valuable in results-based consulting arrangements

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of services, methodologies, and specific deliverables

2. Schedule B - Fee Schedule: Detailed fee structure, including hourly rates, fixed fees, or milestone-based payments

3. Schedule C - Project Timeline: Detailed project plan with milestones, deliverables, and deadlines

4. Schedule D - Key Personnel: List of key team members and their roles in the consulting engagement

5. Schedule E - Client Resources: Specific resources, access, or information to be provided by the client

6. Appendix 1 - Reporting Templates: Standard formats for progress reports and other required documentation

7. Appendix 2 - Compliance Requirements: Specific regulatory or industry standards that must be met

8. Appendix 3 - Change Request Form: Template for requesting and documenting changes to the scope of services

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

Clauses
Relevant Industries

Management Consulting

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Education

Real Estate

Telecommunications

Energy

Agriculture

Construction

Tourism

Environmental Services

Professional Services

Relevant Teams

Legal

Procurement

Finance

Operations

Human Resources

Strategy

Business Development

Risk Management

Compliance

Project Management Office

Administration

Corporate Services

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Legal Counsel

Procurement Manager

Project Manager

Operations Director

Finance Director

Human Resources Manager

Strategy Director

Department Head

Management Consultant

Business Analyst

Contract Administrator

Risk Manager

Compliance Officer

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing contracts, obligations, and general business relationships in the Philippines. Particularly relevant are Book IV on Obligations and Contracts, which covers contract formation, validity, and performance.
National Internal Revenue Code (NIRC): Governs taxation aspects of consulting services, including VAT requirements, withholding tax obligations, and income tax considerations for professional services.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, handling, and protection of personal information, which is crucial for consulting contracts involving access to client data.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Protects intellectual property rights and is essential for provisions relating to confidentiality, ownership of work products, and consulting deliverables.
Consumer Act of the Philippines (Republic Act No. 7394): Applies to service contracts and provides protection against unfair trade practices and contractual provisions.
Anti-Money Laundering Act (AMLA): Relevant for financial consulting services and payment provisions, ensuring compliance with money laundering prevention requirements.
Labor Code of the Philippines: Important for distinguishing between consulting relationships and employment relationships, avoiding misclassification issues.
E-Commerce Act of 2000 (Republic Act No. 8792): Relevant for contracts executed electronically and consulting services delivered through digital means.
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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