Exclusive Importer Agreement Template for Philippines

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Key Requirements PROMPT example:

Exclusive Importer Agreement

"I need an Exclusive Importer Agreement for my Japanese electronics manufacturing company to appoint a Philippine distributor as our sole importer for our consumer electronics product line, with specific provisions for technical support and warranty services."

Document background
The Exclusive Importer Agreement is essential for businesses seeking to establish controlled distribution channels in the Philippines through authorized importers. This document is particularly relevant when a foreign manufacturer or supplier wants to grant exclusive rights to a Philippine company to import their products into the Philippine market. The agreement must comply with Philippine laws, including the Civil Code, Customs Modernization and Tariff Act, and Competition Act. It typically includes detailed provisions on exclusivity terms, territorial restrictions, minimum purchase commitments, quality control measures, regulatory compliance requirements, and import procedures. This type of agreement is commonly used when establishing long-term import relationships and requires careful consideration of both international trade practices and local Philippine regulatory requirements.
Suggested Sections

1. Parties: Identification of the supplier/manufacturer and the exclusive importer, including complete legal names and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Exclusive Rights

4. Grant of Rights: Detailed description of the exclusive import rights granted, including territorial scope and limitations

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Minimum Purchase Requirements: Specified minimum quantities or values of products to be imported within defined periods

7. Ordering and Delivery: Procedures for placing orders, delivery terms, and Incoterms

8. Prices and Payment: Pricing structure, payment terms, and currency specifications

9. Compliance with Laws: Obligations regarding import licenses, permits, and compliance with Philippine regulations

10. Quality Control: Quality standards, inspection rights, and handling requirements

11. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP in the territory

12. Confidentiality: Protection of confidential information exchanged between parties

13. Termination: Grounds for termination and post-termination obligations

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

Optional Sections

1. Marketing and Promotion: Required when the importer has responsibilities for marketing the products

2. Sub-distributors: Include when the importer is permitted to appoint sub-distributors

3. Training and Technical Support: Necessary for technical products requiring special handling or customer support

4. Insurance Requirements: Detailed insurance obligations beyond standard coverage

5. Environmental Compliance: Required for products with environmental impact or special disposal requirements

6. Data Protection: Include when personal data processing is involved in the import operations

7. Anti-Corruption Compliance: Enhanced compliance provisions for high-risk industries or government contracts

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of the geographical territory covered, including any excluded areas

3. Schedule 3 - Prices: Price list and pricing calculation mechanisms

4. Schedule 4 - Minimum Purchase Quantities: Detailed breakdown of minimum purchase requirements by period and product

5. Schedule 5 - Quality Standards: Specific quality standards, testing procedures, and acceptance criteria

6. Schedule 6 - Authorized Sub-distributors: List of approved sub-distributors if applicable

7. Appendix A - Import Documentation Requirements: List of required permits, licenses, and customs documentation

8. Appendix B - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

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

Consumer Goods

Automotive

Electronics

Pharmaceuticals

Food and Beverage

Luxury Goods

Industrial Equipment

Medical Devices

Textiles and Apparel

Chemicals

Cosmetics and Personal Care

Agricultural Products

Technology and Software

Machinery and Tools

Relevant Teams

Legal

Procurement

Supply Chain

International Trade

Compliance

Operations

Commercial

Distribution

Finance

Logistics

Business Development

Risk Management

Quality Assurance

Relevant Roles

Import Manager

International Trade Director

Supply Chain Manager

Procurement Director

Commercial Director

Business Development Manager

Legal Counsel

Compliance Officer

Operations Manager

Customs Compliance Manager

Distribution Manager

Contract Administrator

Chief Operating Officer

International Sales Manager

Logistics Manager

Regional Director

Industries
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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