Development Partnership Agreement Template for Philippines

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Key Requirements PROMPT example:

Development Partnership Agreement

"I need a Development Partnership Agreement for a joint venture between our Philippine tech company and a Singapore-based AI developer, starting March 2025, focusing on developing healthcare software with shared IP rights and revenue splitting."

Document background
The Development Partnership Agreement is a crucial legal instrument used in the Philippines when two or more parties wish to collaborate on development projects while maintaining clear legal and operational frameworks. This document is particularly relevant in scenarios involving local and international partnerships, technology transfer, infrastructure development, or other collaborative development initiatives. It addresses key aspects required under Philippine law, including partnership structure, profit sharing, intellectual property rights, and compliance with local regulations. The agreement is designed to protect all parties' interests while facilitating efficient project execution, incorporating both mandatory requirements from Philippine legislation and international best practices. It's especially important for projects requiring significant resource sharing, joint development efforts, or long-term collaboration commitments.
Suggested Sections

1. Parties: Identification and details of the parties entering into the development partnership

2. Background: Context of the partnership, including the purpose and objectives of the collaboration

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

4. Scope of Partnership: Detailed description of the partnership's scope, including development objectives and project parameters

5. Roles and Responsibilities: Specific duties and obligations of each partner

6. Term and Timelines: Duration of the partnership and key project milestones

7. Financial Terms: Financial contributions, cost sharing, and revenue distribution arrangements

8. Intellectual Property Rights: Ownership and usage rights of existing and newly developed IP

9. Confidentiality: Protection and handling of confidential information

10. Governance Structure: Decision-making processes and management structure of the partnership

11. Representations and Warranties: Standard representations and warranties from each party

12. Termination: Conditions and processes for termination of the agreement

13. Dispute Resolution: Procedures for resolving disputes between partners

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Force Majeure: Provisions for unforeseen circumstances preventing performance - include if project involves physical development or long-term commitments

2. Data Protection: Specific provisions for handling personal and sensitive data - include if project involves data processing

3. Environmental Compliance: Environmental obligations and commitments - include if project has environmental impacts

4. Local Content Requirements: Provisions for local resource utilization - include if required by Philippine regulations or project specifications

5. Insurance: Insurance requirements and obligations - include if project involves significant operational risks

6. Anti-Corruption Compliance: Specific anti-corruption provisions - include if dealing with government entities or public sector

7. Change Control: Procedures for managing changes to project scope - include for complex development projects

8. Step-In Rights: Rights to take over partner's responsibilities - include for critical development projects

Suggested Schedules

1. Project Plan: Detailed project timeline, milestones, and deliverables

2. Financial Model: Detailed financial projections and cost structures

3. Technical Specifications: Technical requirements and specifications for the development work

4. Service Levels: Performance metrics and service level requirements

5. Governance Procedures: Detailed procedures for partnership management and decision-making

6. Personnel: Key personnel assignments and responsibilities

7. Background IP: List of pre-existing intellectual property brought to the partnership

8. Form of Reports: Templates and requirements for project reporting

9. Compliance Requirements: Detailed regulatory and compliance requirements under Philippine law

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

Infrastructure Development

Real Estate

Renewable Energy

Agriculture

Manufacturing

Healthcare

Education

Telecommunications

Smart Cities

Environmental Services

Transportation

Tourism

Relevant Teams

Legal

Business Development

Operations

Finance

Compliance

Project Management

Corporate Development

Risk Management

Technical Operations

Partnership Management

Investment

Sustainability

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Development Director

Project Manager

Legal Counsel

Business Development Manager

Partnership Director

Compliance Officer

Operations Director

Chief Financial Officer

Investment Manager

Technical Director

Sustainability Officer

Risk Manager

Contract Administrator

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing contracts, obligations, and partnerships in the Philippines. Particularly relevant are Book IV on Obligations and Contracts, and Title IX on Partnership.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investments and participation in Philippine business enterprises, including partnership arrangements with local entities.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Governs intellectual property rights, which is crucial for development partnerships involving technology, software, or innovative solutions.
Philippine Competition Act (Republic Act No. 10667): Ensures fair market competition and regulates anti-competitive agreements and practices in partnership arrangements.
National Internal Revenue Code: Covers tax implications of partnership agreements, including income tax, value-added tax, and other relevant tax obligations.
Corporation Code of the Philippines (Republic Act No. 11232): While primarily for corporations, it contains provisions relevant to joint ventures and partnership structures that might be applicable.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal data, which may be relevant if the partnership involves data sharing or processing.
Anti-Money Laundering Act (Republic Act No. 9160): Ensures compliance with anti-money laundering regulations in business partnerships and financial transactions.
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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