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1. Parties: Identifies and provides complete details of all parties to the agreement, including their legal status and addresses
2. Background: Sets out the context and circumstances leading to the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Agreement: Clearly outlines what is covered by the agreement and its primary purpose
5. Rights and Obligations: Details the specific rights and responsibilities of each party
6. Term and Duration: Specifies the commencement date and duration of the agreement
7. Financial Provisions: Covers all financial aspects including payment terms, pricing, and invoicing
8. Representations and Warranties: States the assurances and promises made by each party
9. Confidentiality: Establishes obligations regarding confidential information
10. Termination: Specifies circumstances and procedures for ending the agreement
11. Consequences of Termination: Outlines what happens after the agreement ends
12. Dispute Resolution: Details the process for resolving disputes, including jurisdiction and governing law
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
14. Execution: Formal signing section compliant with Philippine law requirements
1. Data Protection: Required when personal data processing is involved, ensuring compliance with the Data Privacy Act
2. Intellectual Property: Needed when IP rights are being created, transferred, or licensed
3. Force Majeure: Addresses unforeseeable circumstances preventing performance
4. Insurance: Required when specific insurance coverage needs to be maintained
5. Compliance with Laws: Detailed section on specific regulatory compliance when operating in regulated industries
6. Assignment and Subcontracting: Include when transfer of rights or obligations might be relevant
7. Anti-Corruption: Required for business relationships with exposure to corruption risks
8. Change Control: Needed for agreements where scope or specifications might need future modification
1. Schedule 1 - Services/Products Description: Detailed specification of services or products covered by the agreement
2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of pricing, payment schedules, and related financial terms
3. Schedule 3 - Service Levels: Performance metrics and service standards if applicable
4. Schedule 4 - Key Personnel: Details of key individuals responsible for contract performance
5. Schedule 5 - Technical Requirements: Technical specifications or requirements
6. Schedule 6 - Forms and Procedures: Standard forms and procedures referenced in the agreement
7. Appendix A - Required Notices and Contact Information: Contact details and notice requirements for all parties
8. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the agreement
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Control
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Governmental Authority
Intellectual Property Rights
Material Adverse Effect
Notice
Party/Parties
Personal Data
PHP
Representatives
Services
Specification
Subsidiary
Term
Territory
Third Party
Working Hours
Writing
Material Breach
Deliverables
Business Hours
Completion Date
Consent
Documentation
Fees
Indemnified Party
Losses
Payment Terms
Permitted Purpose
Records
Related Party
Service Level
Termination Date
VAT
Warranties
Definitions
Term and Duration
Obligations and Responsibilities
Representations and Warranties
Payment Terms
Invoicing
Performance Standards
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Amendments
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Compliance with Laws
Anti-Corruption
Insurance
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Personnel and Key Contacts
Change Control
Non-Competition
Non-Solicitation
Publicity and Announcements
Relationship of Parties
Third Party Rights
Counterparts
Electronic Execution
Language
Currency
Time of the Essence
Further Assurance
Costs and Expenses
Manufacturing
Technology
Financial Services
Real Estate
Retail
Healthcare
Construction
Professional Services
Education
Telecommunications
Energy
Agriculture
Transportation
Business Process Outsourcing
Mining
Legal
Procurement
Finance
Operations
Risk Management
Compliance
Business Development
Commercial
Project Management
Executive Leadership
Administrative
Chief Executive Officer
Managing Director
Legal Counsel
Contract Manager
Business Development Manager
Chief Financial Officer
Operations Director
Procurement Manager
Commercial Director
Risk Manager
Compliance Officer
Project Manager
Department Head
General Manager
Country Manager
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