Commercial Property Contract Template for Philippines

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Key Requirements PROMPT example:

Commercial Property Contract

"I need a Commercial Property Contract for leasing a 500-square-meter retail space in Makati City, Philippines, with a 5-year term starting March 1, 2025, including provisions for a food and beverage establishment with specific requirements for kitchen installations and ventilation systems."

Document background
The Commercial Property Contract serves as the primary legal instrument for commercial real estate transactions in the Philippines. It is essential for businesses seeking to acquire, lease, or manage commercial spaces, ensuring compliance with Philippine property laws, local government regulations, and zoning requirements. This document is particularly crucial given the complex nature of commercial property transactions in the Philippines, where multiple legal frameworks intersect, including the Civil Code, the Real Estate Service Act, and local government ordinances. The contract typically includes comprehensive details about the property, financial terms, party obligations, compliance requirements, and dispute resolution mechanisms, making it indispensable for protecting the interests of all parties involved in commercial property transactions.
Suggested Sections

1. Parties: Identification of the lessor/seller and lessee/buyer, including complete legal names, addresses, and tax identification numbers

2. Background: Context of the transaction, brief description of the property, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the contract

4. Property Details: Comprehensive description of the property, including exact location, boundaries, and certificate of title details

5. Consideration: Purchase price or rental amount, payment terms, and schedule

6. Payment Terms: Detailed breakdown of payment structure, including deposits, installments, and due dates

7. Representations and Warranties: Statements of fact by both parties regarding their capacity to enter into the agreement and the status of the property

8. Covenants: Ongoing obligations of both parties throughout the term of the contract

9. Use of Property: Permitted and prohibited uses of the property, including compliance with zoning laws

10. Taxes and Expenses: Allocation of responsibility for property taxes, utilities, and other expenses

11. Insurance: Required insurance coverage and responsibilities of each party

12. Default and Remedies: Consequences of breach and available remedies

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

14. Execution: Signature blocks and notarization requirements

Optional Sections

1. Fit-Out Period: Terms and conditions for initial renovation or modification period, used when the property requires tenant improvements

2. Extension Options: Terms for extending the contract period, included when parties agree to possible extensions

3. Property Management: Responsibilities for property management, included for larger commercial properties or multi-tenant buildings

4. Environmental Compliance: Special provisions for environmental requirements, included for industrial or environmentally sensitive properties

5. Subletting and Assignment: Terms for transferring rights to third parties, included when such transfers might be permitted

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant post-COVID

7. Break Clause: Early termination provisions, included when parties agree to potential early exit options

8. Common Areas: Rules and costs for shared spaces, included for properties in commercial complexes

Suggested Schedules

1. Property Plans: Detailed floor plans, site maps, and technical specifications of the property

2. Title Documents: Copy of the title, tax declaration, and other property ownership documents

3. Payment Schedule: Detailed breakdown of payment terms, including amounts and due dates

4. Building Rules and Regulations: Specific rules governing the use and maintenance of the property

5. Handover Inventory: List of fixtures, fittings, and condition report at handover

6. Permits and Certificates: Copies of relevant business permits, zoning clearances, and safety certificates

7. Service Charges: Breakdown of additional charges and maintenance fees

8. Insurance Requirements: Detailed specifications of required insurance coverage

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

Real Estate

Retail

Hospitality

Manufacturing

Logistics and Warehousing

Professional Services

Healthcare

Education

Banking and Finance

Technology

Food and Beverage

Entertainment

Automotive

Construction

Industrial

Relevant Teams

Legal

Finance

Operations

Facilities Management

Real Estate

Risk and Compliance

Corporate Services

Business Development

Procurement

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Manager

Property Manager

Facilities Manager

Legal Counsel

Corporate Lawyer

Business Development Director

Operations Manager

Finance Director

Procurement Manager

Risk Manager

Compliance Officer

Asset Manager

Real Estate Broker

Commercial Director

Branch Manager

Store Operations Manager

Corporate Services Manager

Expansion Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental legal framework for contracts, property rights, and obligations in the Philippines. Particularly relevant are Book IV on Obligations and Contracts, and Book II on Property, Ownership, and its Modifications.
Maceda Law (Republic Act No. 6552): Protects buyers in the sale of real estate on installment payments, providing rules for cancellation of contracts and refunds.
Real Estate Service Act of 2009 (Republic Act No. 9646): Governs real estate transactions and the professional conduct of real estate service practitioners.
Local Government Code of 1991 (Republic Act No. 7160): Provides guidelines for local government unit jurisdiction over real property, including zoning regulations and business permits.
National Building Code of the Philippines (Republic Act No. 6541): Sets standards for building construction, safety, and maintenance requirements for commercial properties.
Rent Control Act (Republic Act No. 9653): Although primarily for residential properties, some provisions may affect mixed-use properties or commercial spaces in residential areas.
National Internal Revenue Code: Governs taxation aspects of real estate transactions, including capital gains tax, value-added tax, and documentary stamp tax.
Anti-Money Laundering Act (Republic Act No. 9160): Includes provisions affecting large real estate transactions to prevent money laundering through property purchases.
Fire Code of the Philippines (Republic Act No. 9514): Establishes fire safety requirements and standards for commercial buildings.
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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