Exclusive Management Agreement Template for Philippines

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Key Requirements PROMPT example:

Exclusive Management Agreement

"I need an Exclusive Management Agreement for my boutique hotel in Manila, with a management company taking full operational control starting March 1, 2025, including staff management and revenue optimization, with quarterly performance reviews."

Document background
The Exclusive Management Agreement is a crucial document used when a company seeks to delegate its management functions to a specialized management company on an exclusive basis in the Philippines. This agreement is particularly relevant when businesses require professional management expertise while maintaining control over their assets and operations. It comprehensively addresses key aspects such as management authority, operational control, performance metrics, and compensation structures, all while ensuring compliance with Philippine corporate law, labor regulations, and industry-specific requirements. The document is especially important in industries where professional management services are common, such as hospitality, real estate, and retail, providing a clear framework for the delegation of management responsibilities while protecting both parties' interests through detailed terms and conditions.
Suggested Sections

1. Parties: Identification of the principal company and the management company, including their complete legal names, addresses, and registration details

2. Background: Context of the agreement, including brief description of the business and reason for engaging the management company

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

4. Appointment and Scope: Formal appointment of the manager and detailed scope of management services

5. Exclusivity: Terms of exclusive arrangement and territorial limitations

6. Powers and Authority: Specific powers granted to the management company and any limitations

7. Duties and Responsibilities: Detailed obligations of the management company

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

9. Fees and Payment Terms: Management fees, payment schedule, and calculation methods

10. Performance Standards: Required performance levels and quality standards

11. Reporting Requirements: Regular reporting obligations and documentation requirements

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition: Restrictions on competitive activities during and after the agreement

14. Intellectual Property: Ownership and usage rights of intellectual property

15. Indemnification: Mutual indemnification provisions and liability limitations

16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

Optional Sections

1. Key Performance Indicators (KPIs): Specific performance metrics and targets, included when quantifiable performance measurement is required

2. Employee Matters: Terms regarding management of employees, included when the agreement involves staff supervision

3. Insurance Requirements: Specific insurance obligations, included for high-risk industries or when required by regulation

4. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in volatile markets or regions

5. Dispute Resolution: Detailed dispute resolution procedures, included when parties prefer specific resolution mechanisms

6. Transition Services: Procedures for handover at termination, included for complex management arrangements

7. Compliance Requirements: Industry-specific compliance obligations, included for regulated industries

8. Sub-contracting Rights: Terms for engaging sub-contractors, included when delegation of duties may be necessary

Suggested Schedules

1. Schedule A - Services Description: Detailed description of management services to be provided

2. Schedule B - Fee Structure: Detailed breakdown of management fees, including base fees, performance fees, and expenses

3. Schedule C - Key Personnel: List of key management personnel and their roles

4. Schedule D - Performance Metrics: Detailed KPIs and measurement methodologies

5. Schedule E - Reporting Templates: Standard formats for required reports and documentation

6. Schedule F - Operating Procedures: Standard operating procedures and protocols

7. Schedule G - Territory Definition: Detailed description of geographical coverage and limitations

8. Appendix 1 - Power of Attorney: Formal authorization of management powers, if required

9. Appendix 2 - Compliance Checklist: List of regulatory requirements and compliance obligations

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

Hospitality

Real Estate

Retail

Manufacturing

Entertainment

Healthcare

Education

Food and Beverage

Technology

Tourism

Property Management

Sports and Recreation

Relevant Teams

Legal

Operations

Executive Leadership

Corporate Governance

Compliance

Risk Management

Business Development

Contract Administration

Asset Management

Facility Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Operating Officer

General Manager

Operations Director

Legal Counsel

Corporate Secretary

Business Development Manager

Contract Manager

Compliance Officer

Risk Manager

Property Manager

Facility Manager

Asset Manager

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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