Exclusive Option Agreement Template for Philippines

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Key Requirements PROMPT example:

Exclusive Option Agreement

"I need an Exclusive Option Agreement for purchasing a commercial property in Manila, Philippines, with a 6-month option period starting March 1, 2025, where the option holder will pay a 2% option fee of the total purchase price."

Document background
The Exclusive Option Agreement is a crucial legal instrument in Philippine business transactions, providing a mechanism for securing future acquisition rights while allowing time for due diligence and financing arrangements. This document is particularly valuable when parties need to establish binding terms for a potential future transaction while maintaining exclusivity. It's commonly used in real estate acquisitions, corporate mergers and acquisitions, and asset purchases in the Philippines. The agreement must comply with Philippine contract law requirements, including provisions from the Civil Code and relevant commercial legislation. It typically includes detailed terms about the option period, exercise price, conditions for exercise, and the parties' respective rights and obligations during the option period. This document type is essential for businesses and individuals seeking to secure exclusive rights to future transactions while managing legal and commercial risks under Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their full legal names, addresses, and any registration details if corporate entities

2. Background: Context of the agreement, including brief description of the subject matter and parties' intentions

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

4. Grant of Option: Clear statement of the exclusive option being granted, including its scope and exclusivity provisions

5. Option Period: Duration of the option, including start date, end date, and any extension provisions

6. Option Fee: Details of any consideration paid for the option itself, payment terms, and whether it's refundable

7. Exercise of Option: Process and requirements for exercising the option, including notice requirements and form of exercise

8. Purchase Price and Payment: The price to be paid upon exercise of the option and payment terms

9. Representations and Warranties: Standard and specific warranties from both parties

10. Covenants: Ongoing obligations of the parties during the option period

11. Termination: Circumstances under which the agreement can be terminated and consequences of termination

12. Confidentiality: Obligations regarding confidential information

13. General Provisions: Standard boilerplate provisions including governing law, notices, entire agreement, etc.

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Due Diligence: Include when the option holder has the right to conduct due diligence during the option period

2. Conditions Precedent: Include when there are specific conditions that must be met before the option can be exercised

3. Non-Competition: Include when the grantor needs to be restricted from competing or granting similar options

4. Tax Provisions: Include detailed tax provisions when the transaction has significant tax implications

5. Force Majeure: Include when external events might affect the option period or exercise

6. Assignment: Include specific assignment provisions when transfer rights need to be addressed

7. Broker/Finder Fees: Include when intermediaries are involved in the transaction

Suggested Schedules

1. Schedule 1 - Description of Option Subject Matter: Detailed description of the property, shares, or assets subject to the option

2. Schedule 2 - Form of Option Exercise Notice: Template notice for exercising the option

3. Schedule 3 - Due Diligence Requirements: List of documents and information to be provided for due diligence

4. Schedule 4 - Encumbrances: List of any existing encumbrances on the option subject matter

5. Schedule 5 - Required Consents: List of third-party consents required for option exercise

6. Appendix A - Calculation of Purchase Price: If the purchase price involves complex calculations or adjustments

7. Appendix B - Copy of Related Agreements: Any existing agreements referenced in the option agreement

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
Relevant Industries

Real Estate

Mining and Natural Resources

Technology and Software

Manufacturing

Agriculture

Entertainment and Media

Retail and Consumer Goods

Financial Services

Energy and Utilities

Telecommunications

Healthcare and Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Development

Business Development

Risk Management

Compliance

Real Estate

Mergers & Acquisitions

Commercial Operations

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Business Development Manager

Real Estate Manager

Investment Manager

Commercial Director

Risk Manager

Compliance Officer

Property Manager

Mergers & Acquisitions Director

Contract Manager

Corporate Development Officer

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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