Exclusive Dealership Agreement for Philippines

Exclusive Dealership Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes an exclusive business relationship between a principal/manufacturer and a dealer. The agreement grants the dealer exclusive rights to sell and distribute specified products within a defined territory in the Philippines, subject to specific terms, conditions, and performance requirements. The document incorporates relevant provisions of the Philippine Competition Act, Civil Code, and other applicable regulations to ensure compliance with local laws while protecting both parties' interests and establishing clear operational guidelines.

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What is a Exclusive Dealership Agreement?

The Exclusive Dealership Agreement is a critical commercial contract used when a manufacturer or principal wishes to appoint a sole dealer to sell and distribute their products in a specified territory within the Philippines. This document is essential for businesses seeking to establish controlled distribution channels while ensuring compliance with Philippine competition laws and commercial regulations. The agreement typically includes detailed provisions on exclusivity rights, performance targets, territorial restrictions, product ordering procedures, pricing mechanisms, and intellectual property usage. It is particularly important in regulated industries where product distribution requires specific compliance measures and quality controls. The agreement must be structured to comply with the Philippine Competition Act's provisions on exclusive dealing arrangements while protecting both parties' commercial interests.

What sections should be included in a Exclusive Dealership Agreement?

1. Parties: Identifies and provides full legal details of the Principal/Manufacturer and the Dealer

2. Background: Explains the context of the agreement, including the Principal's business, products, and desire to appoint an exclusive dealer

3. Definitions: Defines key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Establishes the exclusive appointment and defines the geographical territory where the dealer has exclusive rights

5. Term and Renewal: Specifies the initial duration of the agreement and conditions for renewal

6. Dealer's Rights and Obligations: Details the dealer's responsibilities, including sales targets, marketing requirements, and service standards

7. Principal's Rights and Obligations: Outlines the principal's commitments regarding product supply, support, and training

8. Product Orders and Delivery: Establishes procedures for ordering, minimum purchase requirements, and delivery terms

9. Prices and Payment Terms: Details pricing structure, payment terms, and any applicable discounts

10. Intellectual Property Rights: Governs the use of trademarks, trade names, and other IP in the territory

11. Non-Competition and Exclusivity: Details exclusivity obligations and restrictions on competing products

12. Confidentiality: Protects confidential information exchanged between parties

13. Termination: Specifies grounds for termination and the process for ending the agreement

14. Post-Termination Obligations: Defines obligations and restrictions after the agreement ends

15. Governing Law and Dispute Resolution: Specifies Philippine law as governing law and outlines dispute resolution procedures

What sections are optional to include in a Exclusive Dealership Agreement?

1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used when specific marketing commitments are needed

2. After-Sales Service: Requirements for maintenance and repair services, used when products require technical support

3. Training Requirements: Specific training obligations for dealer's staff, used for technical or complex products

4. Performance Guarantees: Additional performance security requirements, used for high-value dealerships

5. Insurance Requirements: Specific insurance coverage requirements, used for high-risk products or operations

6. Import/Export Requirements: Special provisions for international trade compliance, used when products are imported

7. Sub-Dealers: Rules for appointing sub-dealers, used when sub-dealer networks are permitted

8. Data Protection: Specific data protection and privacy requirements, used when significant customer data is processed

What schedules should be included in a Exclusive Dealership Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description or map of the exclusive territory

3. Schedule 3 - Performance Targets: Specific sales targets and performance metrics

4. Schedule 4 - Commission Structure: Detailed breakdown of commission rates and calculation methods

5. Schedule 5 - Technical Requirements: Technical specifications and standards for facilities and equipment

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using the Principal's trademarks and branding

7. Schedule 7 - Service Level Requirements: Detailed service standards and response time requirements

8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements

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

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use

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