Commercial Framework Agreement Template for Philippines

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Key Requirements PROMPT example:

Commercial Framework Agreement

"I need a Commercial Framework Agreement for a tech company providing software development services to multiple clients in the Philippines, with specific focus on data protection and intellectual property rights, to be effective from March 1, 2025."

Document background
The Commercial Framework Agreement serves as a master agreement governing the overall commercial relationship between parties operating in the Philippines. It is particularly useful for businesses engaging in repeated transactions or ongoing commercial relationships where individual transaction documentation can be simplified by referring to pre-agreed terms. The agreement combines mandatory requirements under Philippine law with commercial flexibility, allowing parties to establish standardized processes for ordering, delivery, payment, and performance while maintaining compliance with local regulations. This document type is especially relevant for businesses seeking to streamline their commercial operations while ensuring proper risk allocation and legal protection under Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses

2. Background: Context of the agreement, business relationship overview, and commercial objectives

3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents

4. Framework Structure: Mechanism for creating specific contracts under the framework, including order processes and contract formation

5. Duration and Term: Initial term, renewal provisions, and termination dates of the framework agreement

6. Obligations of the Parties: General obligations, service standards, and compliance requirements

7. Ordering Process: Procedures for placing and accepting orders under the framework

8. Prices and Payment: Pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms

9. Performance Standards: Quality standards, KPIs, and service levels applicable to all transactions

10. Intellectual Property Rights: Ownership and usage rights of IP in the framework relationship

11. Confidentiality: Protection and handling of confidential information

12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations

13. Force Majeure: Events excusing performance and related procedures

14. Termination: Termination rights, grounds, and consequences

15. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Data Protection: Required if personal data processing is involved in the commercial relationship

2. Anti-Corruption: Recommended for international business relationships or high-value contracts

3. Insurance: Required if specific insurance coverage is necessary for the commercial activities

4. Environmental Compliance: Needed for industries with environmental impact or regulatory requirements

5. Import/Export Controls: Required for international trade or regulated goods

6. Business Continuity: Important for critical supply relationships or essential services

7. Change Control: Useful for long-term relationships where service or product specifications may evolve

8. Audit Rights: Important for quality control or compliance verification requirements

9. Local Content Requirements: Necessary if subject to Philippine local content regulations

10. Security Requirements: Required for agreements involving sensitive information or facilities access

Suggested Schedules

1. Schedule 1 - Products/Services Description: Detailed description of products or services covered by the framework

2. Schedule 2 - Pricing Structure: Detailed pricing mechanisms, rates, and calculation methods

3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and remedies

4. Schedule 4 - Order Form Template: Standard form for placing orders under the framework

5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards

6. Schedule 6 - Key Personnel: List of key contacts and responsible personnel from each party

7. Schedule 7 - Compliance Requirements: Detailed regulatory and compliance obligations

8. Schedule 8 - Change Control Procedure: Detailed process for implementing changes to services or terms

9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

10. Appendix B - Security Protocols: Detailed security procedures and requirements

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

Manufacturing

Retail

Technology

Telecommunications

Financial Services

Healthcare

Construction

Energy

Logistics

Fast-Moving Consumer Goods

Agriculture

Professional Services

Automotive

Electronics

Pharmaceuticals

Relevant Teams

Legal

Commercial

Procurement

Sales

Operations

Finance

Compliance

Risk Management

Supply Chain

Business Development

Relevant Roles

Chief Executive Officer

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Supply Chain Manager

Risk Manager

Compliance Officer

Finance Director

General Manager

Commercial Operations Manager

Category Manager

Industries
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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