Management Services Agreement Template for Philippines

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Key Requirements PROMPT example:

Management Services Agreement

"I need a Management Services Agreement for my IT company in Manila, where we're hiring a tech management consulting firm to oversee our cloud infrastructure and digital transformation starting March 2025, with specific KPIs for system uptime and project delivery timelines."

Document background
The Management Services Agreement is a crucial document used when a company in the Philippines seeks to engage external management expertise or professional services for its operations. This agreement is particularly relevant in scenarios where businesses require specialized management skills, operational oversight, or strategic guidance without creating direct employment relationships. The document must comply with Philippine legislation, including the Civil Code, Corporation Code, and Labor Code, while addressing specific requirements for service agreements under Philippine law. It typically covers comprehensive details about service scope, performance standards, fee structures, and regulatory compliance, making it essential for both domestic and foreign service providers operating in the Philippine market. The agreement needs to carefully balance the service provider's autonomy with the client's operational requirements while ensuring compliance with local corporate governance standards and foreign investment regulations where applicable.
Suggested Sections

1. Parties: Identification of the service provider and client company, including complete legal names and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the management services arrangement

3. Definitions: Key terms used throughout the agreement, including specific management services terminology

4. Scope of Services: Detailed description of management services to be provided, including specific responsibilities and deliverables

5. Term and Renewal: Duration of the agreement and conditions for renewal or extension

6. Fees and Payment Terms: Management fees, payment schedule, expenses, and invoicing procedures

7. Service Provider's Obligations: Specific duties, performance standards, and commitments of the service provider

8. Client's Obligations: Responsibilities and commitments of the client company

9. Personnel: Requirements regarding personnel providing services, including qualifications and supervision

10. Intellectual Property Rights: Ownership and usage rights of IP created during service provision

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures

13. Liability and Indemnification: Allocation of risks and responsibilities for damages

14. Termination: Grounds for termination, notice requirements, and consequences

15. Governing Law and Dispute Resolution: Application of Philippine law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Competition: Restrictions on competitive activities, used when service provider may gain competitive advantages

2. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements

3. Insurance: Insurance requirements, used when services involve significant risks

4. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions, essential when dealing with public sector or high-risk industries

5. Foreign Exchange Compliance: Required when payments involve foreign currency transactions

6. Assignment and Subcontracting: Used when there's possibility of transfer of rights or engagement of subcontractors

7. Performance Metrics: Detailed KPIs and performance measurement criteria, used in complex service arrangements

8. Transition Services: Procedures for handover at termination, important for critical management services

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed breakdown of management services to be provided

2. Schedule 2 - Fee Schedule: Detailed fee structure, payment terms, and calculation methods

3. Schedule 3 - Service Levels: Performance standards and KPIs for service delivery

4. Schedule 4 - Key Personnel: List of key management personnel and their qualifications

5. Schedule 5 - Client Assets and Resources: List of client resources to be made available to service provider

6. Schedule 6 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the services

7. Appendix A - Required Reports: Format and frequency of management reports to be provided

8. Appendix B - Emergency Contact Information: Contact details for key personnel and escalation procedures

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

Business Process Outsourcing

Manufacturing

Retail

Healthcare

Technology

Financial Services

Hospitality

Real Estate

Construction

Education

Telecommunications

Energy

Mining

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Operations

Finance

Human Resources

Procurement

Compliance

Risk Management

Corporate Governance

Business Development

Project Management

Administrative Services

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Chief Operating Officer

General Manager

Operations Manager

Legal Counsel

Corporate Secretary

Finance Director

Human Resources Director

Procurement Manager

Compliance Officer

Project Manager

Business Development Manager

Contract Administrator

Risk 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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