Master Agreement for Philippines

Master Agreement Template for Philippines

A comprehensive framework agreement governed by Philippine law that establishes the fundamental terms and conditions for an ongoing business relationship between two or more parties. This document serves as an umbrella agreement under which subsequent specific agreements or statements of work can be executed. It incorporates key provisions required under Philippine civil law and commercial regulations, including requirements from the Civil Code of the Philippines and relevant commercial legislation. The agreement addresses essential elements such as contract formation, performance obligations, dispute resolution mechanisms, and general terms that will govern all future transactions between the parties.

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What is a Master Agreement?

The Master Agreement is designed for use in situations where parties anticipate an ongoing business relationship with multiple transactions or services over time. It provides a efficient way to establish standard terms and conditions that will apply across all future dealings, eliminating the need to negotiate basic terms for each transaction. This document is particularly relevant in the Philippine business context, where it must comply with local contract law requirements while facilitating international business practices. The Master Agreement typically includes provisions for ordering processes, general pricing principles, confidentiality obligations, intellectual property rights, and dispute resolution mechanisms that align with Philippine legal requirements. It serves as a foundational document that can be supplemented by specific agreements or work orders for individual transactions or projects, making it ideal for complex business relationships that require both stability and flexibility.

What sections should be included in a Master Agreement?

1. Parties: Identifies the contracting parties with their complete legal names, addresses, and registration details as required under Philippine law

2. Background: Sets out the context of the agreement and the parties' intentions for entering into this master agreement framework

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Structure and Scope of Agreement: Explains the master agreement framework and its relationship with subsequent specific agreements

5. Term and Termination: Specifies the duration of the agreement and circumstances for termination

6. Ordering Process: Details the process for entering into specific agreements or work orders under the master agreement

7. Pricing and Payment Terms: Establishes general pricing principles and payment terms applicable to all specific agreements

8. Confidentiality: Sets out obligations regarding confidential information exchange

9. Intellectual Property Rights: Addresses ownership and usage rights of IP in the relationship

10. Representations and Warranties: Contains basic warranties and representations of the parties

11. Liability and Indemnification: Establishes liability limits and indemnification obligations

12. Force Majeure: Addresses circumstances beyond parties' control affecting performance

13. Dispute Resolution: Specifies dispute resolution mechanisms in compliance with Philippine ADR Act

14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Master Agreement?

1. Data Protection: Required when personal data processing is involved, ensuring compliance with the Data Privacy Act of 2012

2. Insurance: Needed when specific insurance requirements are essential for the business relationship

3. Service Levels: Include when establishing general service level principles applicable to all specific agreements

4. Compliance with Laws: Detailed section needed when specific regulatory compliance is crucial (e.g., banking, healthcare)

5. Security Requirements: Required when dealing with sensitive information or systems access

6. Business Continuity: Important for critical business relationships requiring disaster recovery plans

7. Personnel and Subcontractors: Needed when services involve key personnel or subcontractor usage

8. Change Control: Include when flexibility to change terms or processes is important

9. Anti-Corruption and Ethics: Required for international business or government-related contracts

What schedules should be included in a Master Agreement?

1. Schedule 1 - Pricing Schedule: Details of rate cards, pricing mechanisms, and cost calculations

2. Schedule 2 - Service Specifications: Template for detailed service descriptions in specific agreements

3. Schedule 3 - Form of Specific Agreement: Template for specific agreements to be executed under the master agreement

4. Schedule 4 - Technical Requirements: Standard technical specifications applicable across specific agreements

5. Schedule 5 - Governance and Escalation Procedures: Details of relationship management and issue escalation processes

6. Schedule 6 - Security and Compliance Requirements: Detailed security protocols and compliance requirements

7. Schedule 7 - Key Personnel: Lists key personnel and their roles if applicable

8. Appendix A - Contact Details: Contact information for key personnel and authorized representatives

9. Appendix B - Required Reports: Templates and specifications for required reporting

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

Jurisdiction

Philippines

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Manufacturing

Healthcare

Financial Services

Telecommunications

Professional Services

Retail

Energy

Construction

Logistics and Supply Chain

Education

Real Estate

Pharmaceutical

Agriculture

Mining

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Risk and Compliance

Business Development

Strategy

Supply Chain

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Commercial Director

Procurement Manager

Contract Manager

Legal Counsel

Business Development Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Project Manager

Account Manager

Supply Chain 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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