Consultant Referral Agreement Template for Philippines

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Key Requirements PROMPT example:

Consultant Referral Agreement

"I need a Consultant Referral Agreement under Philippine law for my IT services company, with an exclusivity clause and a minimum referral fee of 15% for successful placements, to be effective from March 1, 2025."

Document background
The Consultant Referral Agreement is essential for businesses operating in the Philippines that seek to formalize their consultant acquisition process through third-party referrals. This document is particularly valuable when companies want to expand their consultant network while ensuring compliance with Philippine regulations, including the Civil Code, Labor Code, and tax laws. The agreement typically provides comprehensive coverage of referral mechanisms, fee structures, and compliance requirements, making it suitable for various industries from IT to professional services. It protects both the referrer and the recipient company by clearly defining success criteria, payment terms, and mutual obligations. The document should be customized based on specific industry requirements and the nature of consulting services being referred.
Suggested Sections

1. Parties: Identifies the parties to the agreement: the referrer (who introduces consultants) and the company receiving the referrals

2. Background: Sets out the context of the agreement, including the company's need for consultants and the referrer's ability to introduce suitable candidates

3. Definitions: Defines key terms used throughout the agreement, including 'Successful Referral', 'Referral Fee', 'Consultant', etc.

4. Scope of Services: Details the referral services to be provided and any specific requirements for potential consultants

5. Referral Process: Outlines the procedure for making referrals, including required information and documentation

6. Referral Fees: Specifies the fee structure, calculation method, and conditions for payment of referral fees

7. Payment Terms: Details the timing and method of payment, including any tax considerations

8. Term and Termination: Specifies the duration of the agreement and circumstances for termination

9. Confidentiality: Protects confidential information shared during the referral process

10. Non-Solicitation: Prevents direct hiring or poaching of referred consultants outside the agreement

11. Representations and Warranties: States the parties' assurances regarding their authority and capacity to enter into the agreement

12. Governing Law: Specifies Philippine law as governing law and outlines dispute resolution procedures

Optional Sections

1. Data Protection: Required when personal data of consultants will be shared, ensuring compliance with the Data Privacy Act

2. Intellectual Property: Needed when the referral process involves sharing proprietary methods or materials

3. Force Majeure: Optional clause to address unforeseen circumstances preventing performance

4. Anti-Corruption Compliance: Important when dealing with government contracts or high-risk industries

5. Insurance: Required when referrals involve high-risk consulting activities

6. Assignment: Include when parties want to restrict or permit the transfer of rights under the agreement

7. Exclusivity: Optional clause for arrangements where the referrer works exclusively with the company

Suggested Schedules

1. Schedule A - Fee Structure: Detailed breakdown of referral fees, including calculation methods and examples

2. Schedule B - Referral Requirements: Specific criteria and qualifications required for consultant referrals

3. Schedule C - Referral Process Workflow: Step-by-step process flow for making and processing referrals

4. Appendix 1 - Referral Form Template: Standard form for submitting consultant referrals

5. Appendix 2 - Due Diligence Checklist: Checklist for vetting potential consultants

6. Appendix 3 - Consultant Qualification Matrix: Framework for evaluating consultant suitability

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

Professional Services

Information Technology

Management Consulting

Human Resources

Financial Services

Business Process Outsourcing

Healthcare

Engineering

Education and Training

Real Estate

Legal Services

Relevant Teams

Human Resources

Legal

Procurement

Business Development

Operations

Finance

Compliance

Talent Acquisition

Contract Administration

Project Management

Relevant Roles

Human Resources Director

Talent Acquisition Manager

Legal Counsel

Procurement Manager

Business Development Manager

Operations Director

Recruitment Specialist

Compliance Officer

Finance Manager

Project Manager

Contract Administrator

Chief Human Resources Officer

Professional Services Director

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contracts, obligations, and civil relationships. Particularly relevant are Book IV on Obligations and Contracts, which governs contract formation, validity, and enforcement.
Labor Code of the Philippines (Presidential Decree No. 442): Important for distinguishing between employees and independent contractors, ensuring the consultant relationship is properly classified and doesn't create an employer-employee relationship.
National Internal Revenue Code (NIRC): Governs the tax implications of referral fees and consulting income, including withholding tax requirements and VAT obligations for professional services.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal information, which may be relevant if the referral agreement involves sharing personal data of consultants or clients.
Anti-Graft and Corrupt Practices Act (Republic Act No. 3019): Ensures that referral arrangements are legitimate and not designed to circumvent anti-corruption laws, particularly important if dealing with government-related contracts.
Securities Regulation Code (Republic Act No. 8799): May be relevant if the consulting services involve financial advisory or securities-related activities requiring special licenses or registrations.
E-Commerce Act of 2000 (Republic Act No. 8792): Applicable if the agreement involves electronic signatures or online transactions for consultant referrals.
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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