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Framework Partnership Agreement
"I need a Framework Partnership Agreement under Philippine law for a tech company partnership between my software development firm and a cloud services provider, with strong data protection clauses and clear IP ownership provisions, to be effective from March 2025."
1. Parties: Identification and details of the partnering entities, including their legal status and registered addresses
2. Background: Context of the partnership, including the parties' business activities and reasons for entering into the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Partnership: Overall purpose and scope of the partnership, including intended activities and geographical coverage
5. Term and Renewal: Duration of the agreement, including commencement date and renewal provisions
6. Governance Structure: Management framework, decision-making processes, and key personnel responsibilities
7. Financial Arrangements: Framework for financial relationships, including cost-sharing, profit-sharing, and accounting principles
8. Intellectual Property Rights: Ownership and usage rights of existing and newly created intellectual property
9. Confidentiality: Protection and handling of confidential information exchanged during the partnership
10. Representations and Warranties: Basic assurances provided by each party regarding their capacity and authority
11. Termination: Circumstances and procedures for ending the partnership
12. Dispute Resolution: Procedures for resolving disagreements, including reference to Philippine ADR mechanisms
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Exclusivity: Terms regarding exclusive dealing arrangements, used when parties agree to work exclusively with each other in specified areas
2. Data Protection: Specific provisions for handling personal and sensitive data, required when partnership involves significant data sharing
3. Competition Compliance: Specific provisions ensuring compliance with competition laws, needed when partnership could raise antitrust concerns
4. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in long-term partnerships
5. Insurance: Requirements for insurance coverage, important when partnership involves significant operational risks
6. Environmental Compliance: Environmental protection obligations, necessary when partnership activities have environmental impact
7. Local Content Requirements: Provisions regarding use of local resources/personnel, relevant for partnerships with government entities or in regulated sectors
1. Schedule 1 - Business Plan: Detailed business objectives, strategies, and implementation timeline
2. Schedule 2 - Financial Terms: Detailed financial arrangements, including pricing mechanisms and payment terms
3. Schedule 3 - Governance Procedures: Detailed procedures for partnership management and decision-making
4. Schedule 4 - Key Performance Indicators: Specific metrics for measuring partnership performance
5. Schedule 5 - Initial Project Schedule: Timeline and milestones for initial partnership activities
6. Schedule 6 - Personnel and Resources: Key personnel assignments and resource commitments from each party
7. Appendix A - Communication Protocol: Procedures for regular communication and reporting between parties
8. Appendix B - Technical Standards: Applicable technical specifications and quality standards
Authors
Affiliate
Applicable Law
Background IP
Business Day
Business Plan
Commencement Date
Confidential Information
Control
Dispute
Effective Date
Force Majeure Event
Foreground IP
Governance Committee
Initial Term
Intellectual Property Rights
Joint Venture
Key Performance Indicators
Material Breach
Partner
Partnership
Partnership Assets
Partnership Period
Project
Project Agreement
Project Manager
Related Entity
Renewal Term
Representatives
Services
Steering Committee
Strategic Plan
Subsidiary
Term
Territory
Third Party
Working Group
Definitions
Partnership Structure
Term and Duration
Scope of Partnership
Financial Provisions
Governance
Management Rights
Decision Making
Resource Commitments
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Representations and Warranties
Obligations
Performance Standards
Reporting Requirements
Audit Rights
Insurance
Indemnification
Limitation of Liability
Force Majeure
Assignment
Change of Control
Termination
Exit Provisions
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Counterparts
Compliance with Laws
Anti-Corruption
Environmental Compliance
Labor Standards
Boilerplate Provisions
Technology
Manufacturing
Professional Services
Education
Healthcare
Financial Services
Retail
Telecommunications
Energy
Construction
Agriculture
Transportation and Logistics
Research and Development
Environmental Services
Legal
Business Development
Commercial
Operations
Finance
Compliance
Risk Management
Strategy
Corporate Affairs
Procurement
Project Management
Chief Executive Officer
Managing Director
Chief Legal Officer
General Counsel
Legal Director
Business Development Manager
Partnership Manager
Contract Manager
Chief Operating Officer
Project Director
Commercial Director
Strategy Director
Chief Financial Officer
Compliance Officer
Risk Manager
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