Exclusive Sales Representative Agreement Template for Philippines

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Key Requirements PROMPT example:

Exclusive Sales Representative Agreement

"I need an Exclusive Sales Representative Agreement for my tech company to appoint a sales representative in the Philippines who will sell our software products exclusively in Metro Manila and Cebu, with a minimum annual sales target of 5 million pesos and the agreement to commence on March 1, 2025."

Document background
The Exclusive Sales Representative Agreement is a crucial document for businesses seeking to establish a strong sales presence in the Philippine market through dedicated representatives. This agreement is commonly used when a company (the principal) wants to grant exclusive rights to a representative to sell their products or services within a specified territory in the Philippines. The document comprehensively addresses key aspects of the relationship including appointment terms, territorial exclusivity, commission structures, performance metrics, and compliance with Philippine laws including the Civil Code, Code of Commerce, and Competition Act. It's particularly valuable for foreign companies entering the Philippine market or local companies establishing structured sales networks, as it provides clear guidelines for the relationship while protecting both parties' interests through detailed provisions on intellectual property, confidentiality, and dispute resolution.
Suggested Sections

1. Parties: Identification of the principal company and the sales representative, including complete legal names and addresses

2. Background: Context of the agreement, including brief description of the principal's business and the purpose of appointing the sales representative

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

4. Appointment and Scope: Express appointment of the representative and scope of authority, including exclusivity provisions

5. Territory: Definition of the geographical area or market segment where the representative has exclusive rights

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

7. Representative's Obligations: Detailed responsibilities and performance requirements of the sales representative

8. Principal's Obligations: Obligations of the principal company, including support and information provision

9. Commission Structure: Detailed commission rates, calculation methods, and payment terms

10. Sales Targets: Minimum performance requirements and sales quotas

11. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP

12. Confidentiality: Provisions for handling confidential information and trade secrets

13. Non-Competition: Restrictions on representing competing products or services

14. Termination: Grounds and procedures for termination of the agreement

15. Post-Termination: Obligations and restrictions after agreement termination

16. Governing Law: Specification of Philippine law as governing law and jurisdiction

17. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

18. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

Optional Sections

1. Training and Support: Detailed provisions for training and ongoing support when the principal provides extensive training programs

2. Marketing and Advertising: Specific requirements for marketing activities when the representative has marketing responsibilities

3. Sub-Representatives: Terms for appointing sub-representatives when allowed by the principal

4. Insurance Requirements: Specific insurance obligations when required by the nature of products or services

5. Data Protection: Detailed data protection provisions when handling sensitive customer data

6. Inventory Requirements: Stock maintenance obligations when the representative needs to maintain inventory

7. Customer Service Standards: Specific customer service requirements when after-sales service is part of the representation

8. Product Returns: Procedures for handling product returns when applicable to the business

9. Compliance with Industry Regulations: Additional compliance requirements for regulated industries

Suggested Schedules

1. Schedule A - Products and Services: Detailed list of products or services covered by the agreement

2. Schedule B - Commission Rates: Detailed commission structure, including any variations by product or customer type

3. Schedule C - Territory Map: Detailed description or map of the exclusive territory

4. Schedule D - Sales Targets: Specific sales targets and measurement criteria

5. Schedule E - Reporting Templates: Standard forms for sales reports and performance tracking

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

7. Appendix 1 - Contact Details: Key contact information for both parties

8. Appendix 2 - Required Documentation: List of required licenses, permits, or certifications

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

Manufacturing

Consumer Goods

Industrial Products

Technology and Software

Medical Devices

Pharmaceutical

Automotive

Electronics

Telecommunications

Construction Materials

Food and Beverage

Professional Services

Agricultural Products

Chemicals and Raw Materials

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Contract Administration

Compliance

International Trade

Distribution

Channel Management

Corporate Affairs

Relevant Roles

Sales Director

Business Development Manager

Commercial Director

Chief Executive Officer

Managing Director

Sales Representative

Territory Manager

Regional Sales Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Distribution Manager

Channel Manager

Sales Operations Manager

Chief Operating 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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