Intermediary Commission Agreement Template for Philippines

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Key Requirements PROMPT example:

Intermediary Commission Agreement

"I need an Intermediary Commission Agreement for my tech company based in Manila, appointing a sales agent to sell our software products in the Visayas region with a 15% commission structure, starting March 1, 2025, with exclusive territory rights."

Document background
The Intermediary Commission Agreement is a crucial document for businesses operating in the Philippines who engage third parties to represent their interests, sell products, or provide services on their behalf. This agreement type is commonly used when a company (the Principal) wants to expand its market reach through external representatives without establishing direct employment relationships. The document addresses key aspects required under Philippine law, including commission calculations, payment terms, territorial rights, and compliance requirements. It's particularly important in the Philippine context due to specific local regulations governing agency relationships and commercial transactions under the Civil Code and Commercial Code. The agreement helps protect both parties' interests while ensuring clear accountability and performance metrics, making it essential for businesses utilizing commission-based sales or service structures.
Suggested Sections

1. Parties: Identification and details of the Principal and the Intermediary, including their legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an intermediary arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Services', 'Commission', 'Territory', 'Customers', etc.

4. Appointment and Scope: Terms of the Intermediary's appointment, whether exclusive or non-exclusive, and detailed scope of authorized services

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party

6. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

7. Obligations of the Intermediary: Intermediary's duties, performance standards, reporting requirements, and compliance obligations

8. Obligations of the Principal: Principal's responsibilities, support to be provided, and information sharing requirements

9. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other intellectual property

10. Confidentiality: Provisions for protecting confidential information and trade secrets

11. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements

12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

13. General Provisions: Standard clauses including governing law, dispute resolution, force majeure, and notices

Optional Sections

1. Non-Competition: Restrictions on competing activities during and after the agreement term - include when protecting market position is crucial

2. Training and Support: Details of training and support provided by the Principal - include when significant training is required

3. Marketing and Promotion: Guidelines for marketing activities and brand representation - include when Intermediary will conduct marketing

4. Insurance Requirements: Specific insurance coverage requirements - include when services involve significant risks

5. Compliance with Industry Regulations: Specific regulatory compliance requirements - include when operating in regulated industries

6. Performance Targets: Specific performance metrics and consequences - include when implementing performance-based arrangements

7. Sub-contractors: Terms for engaging sub-contractors - include when sub-contracting is permitted

Suggested Schedules

1. Schedule A - Commission Rates: Detailed commission rates, tiers, and calculation methods

2. Schedule B - Territory: Defined geographical areas or market segments where Intermediary is authorized to operate

3. Schedule C - Approved Products/Services: List of products or services covered by the agreement

4. Schedule D - Reporting Templates: Standard formats for activity reports and commission calculations

5. Schedule E - Service Level Requirements: Detailed performance standards and metrics

6. Appendix 1 - Required Documentation: List of required licenses, permits, and compliance documents

7. Appendix 2 - Operating Procedures: Detailed procedures for service delivery and communication protocols

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

Financial Services

Real Estate

Insurance

Manufacturing

Retail

Technology

Professional Services

Telecommunications

Export/Import

Healthcare

Consumer Goods

Construction

Relevant Teams

Legal

Sales

Finance

Compliance

Operations

Business Development

Commercial

Risk Management

Contract Administration

Partner Relations

Relevant Roles

Sales Director

Business Development Manager

Legal Counsel

Commercial Director

Finance Manager

Compliance Officer

Operations Manager

Channel Partner Manager

Sales Operations Manager

Contract Administrator

Chief Commercial Officer

Risk Manager

Regional Sales Manager

Agency Relations 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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