Distribution Deal Contract Template for Philippines

The Distribution Deal Contract is a crucial legal instrument used to establish and govern the relationship between suppliers/manufacturers and distributors in the Philippine market. This document is essential when a company wants to expand its product distribution through authorized distributors, whether for domestic or international trade. The contract addresses key aspects required under Philippine law, including territorial rights, pricing mechanisms, performance obligations, and compliance with local regulations such as the Philippine Competition Act and Consumer Act. It's particularly important for businesses entering the Philippine market or expanding their distribution networks within the country, as it provides legal protection and clear operational guidelines for both parties. The document typically includes detailed provisions for product handling, marketing requirements, warranty obligations, and termination procedures, all aligned with Philippine legal requirements and business practices.

1. Parties: Identifies the contracting parties - the supplier/manufacturer and the distributor, including their complete legal names, addresses, and registration details

2. Background: Sets out the context of the agreement, including brief descriptions of the parties' businesses and their intentions regarding the distribution arrangement

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Appointment and Territory: Defines the nature of the appointment (exclusive/non-exclusive) and the geographical territory covered

5. Products: Identifies and describes the products covered by the distribution agreement

6. Distributor Obligations: Details the distributor's key responsibilities, including sales targets, marketing efforts, and customer service standards

7. Supplier Obligations: Outlines the supplier's responsibilities regarding product supply, support, and training

8. Ordering and Delivery: Specifies the processes for ordering products, delivery terms, and related logistics

9. Prices and Payment: Details the pricing structure, payment terms, and any applicable discounts or rebates

10. Intellectual Property Rights: Addresses the use of trademarks, patents, and other IP rights related to the products

11. Confidentiality: Protects confidential information exchanged between the parties

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

13. Post-Termination: Outlines obligations and rights of both parties after the agreement ends

14. General Provisions: Includes standard legal clauses such as force majeure, notices, and governing law