Business Development Consulting Agreement Template for Philippines

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Key Requirements PROMPT example:

Business Development Consulting Agreement

"I need a Business Development Consulting Agreement for engaging a consultant to help expand our Philippine manufacturing company into Southeast Asian markets starting March 2025, with specific performance-based compensation tied to successful market entry in Thailand and Vietnam."

Document background
The Business Development Consulting Agreement is a crucial legal document used in the Philippines when companies seek to engage professional consultants for business growth and expansion initiatives. This agreement is particularly relevant in the Philippine business context where companies increasingly rely on external expertise for market expansion, strategic planning, and business optimization. The document ensures compliance with Philippine laws, including the Civil Code, National Internal Revenue Code, and relevant business regulations. It typically includes comprehensive provisions covering the scope of consulting services, deliverables, compensation structures, confidentiality obligations, and intellectual property rights. The agreement is designed to protect both parties' interests while facilitating professional business development services in accordance with Philippine legal requirements and business practices.
Suggested Sections

1. Parties: Identifies the contracting parties - the company (client) and the consultant, including their complete legal names, addresses, and registration details

2. Background: Explains the context of the agreement, including the client's business, their need for consulting services, and the consultant's expertise

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Scope of Services: Detailed description of the business development consulting services to be provided, including specific deliverables and objectives

5. Term and Termination: Specifies the duration of the agreement, renewal terms, and conditions for termination by either party

6. Compensation and Payment Terms: Details the consulting fees, payment schedule, expenses, and any performance-based compensation

7. Obligations of the Consultant: Outlines the consultant's responsibilities, standards of service, and commitment to professional conduct

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

9. Confidentiality: Provisions protecting confidential information shared during the engagement

10. Intellectual Property Rights: Addresses ownership and usage rights of materials and deliverables created during the engagement

11. Representations and Warranties: Statements of fact and promises made by both parties regarding their capacity and authority

12. Limitation of Liability: Defines the extent and limitations of each party's liability under the agreement

13. General Provisions: Standard legal clauses including governing law, notices, amendment procedures, and severability

Optional Sections

1. Non-Competition: Restricts the consultant from competing with the client's business; include when protecting market position is crucial

2. Non-Solicitation: Prevents the consultant from soliciting client's employees or customers; use when protecting business relationships is important

3. Insurance Requirements: Specifies required insurance coverage; include when services involve significant risks or regulatory requirements

4. Compliance with Laws: Detailed provisions regarding specific regulatory compliance; include when operating in heavily regulated industries

5. Force Majeure: Addresses unforeseeable circumstances preventing performance; important during uncertain times or long-term agreements

6. Data Protection: Detailed data handling and privacy requirements; include when personal or sensitive data processing is involved

7. Dispute Resolution: Specific procedures for resolving disputes; include when parties prefer alternative dispute resolution methods

8. Performance Metrics: Detailed performance evaluation criteria; include when compensation is tied to specific outcomes

9. Change Control Process: Procedures for modifying scope or deliverables; include in complex or long-term engagements

Suggested Schedules

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

2. Schedule B - Fee Schedule: Detailed fee structure, payment milestones, and expense policies

3. Schedule C - Key Personnel: List of key consultant team members and their roles

4. Schedule D - Service Levels: Specific performance standards and metrics

5. Schedule E - Client Resources: List of resources, information, and access to be provided by the client

6. Appendix 1 - Reporting Templates: Standard formats for progress reports and deliverables

7. Appendix 2 - Compliance Checklist: Regulatory and internal compliance requirements

8. Appendix 3 - Contact Details: Key contact persons and communication protocols

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Manufacturing

Financial Services

Retail

Healthcare

Education

Telecommunications

Energy

Agriculture

Construction

Tourism and Hospitality

Professional Services

E-commerce

Export/Import

Consumer Goods

Relevant Teams

Legal

Business Development

Strategy

Operations

Commercial

Procurement

Finance

Compliance

Corporate Development

Project Management

Risk Management

Contract Administration

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Director

Chief Strategy Officer

Commercial Director

Operations Manager

Project Manager

Business Development Manager

Legal Counsel

Contract Manager

Procurement Manager

Strategy Consultant

Business Analyst

Corporate Development Officer

Finance Director

Regional Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Governs the fundamental principles of contracts, obligations, and business relationships. Particularly relevant are Book IV on Obligations and Contracts, which covers contract formation, validity, and enforcement.
National Internal Revenue Code of the Philippines (Republic Act No. 8424): Regulates tax obligations for consulting services, including VAT requirements, withholding tax obligations, and income tax considerations for consulting fees.
Labor Code of the Philippines (Presidential Decree No. 442): Important for establishing clear independent contractor relationships and avoiding misclassification of consultants as employees.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, handling, and protection of personal and sensitive information that the consultant might access during the engagement.
Anti-Graft and Corrupt Practices Act (Republic Act No. 3019): Ensures compliance with anti-corruption laws in business development activities, particularly when dealing with government entities or public officials.
Securities Regulation Code (Republic Act No. 8799): Relevant if the consulting services involve matters related to securities, investments, or public company dealings.
Corporation Code of the Philippines (Republic Act No. 11232): Provides framework for corporate governance and business operations that consultants need to be aware of when providing business development services.
E-Commerce Act of 2000 (Republic Act No. 8792): Relevant for electronic communications, digital signatures, and online business activities that may be part of the consulting services.
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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