Master Consulting Agreement Template for Philippines

The Master Consulting Agreement serves as the primary contractual framework for organizations engaging external consultants or consulting firms in the Philippines. This document is essential when a business anticipates multiple consulting engagements over time and wants to establish standardized terms rather than negotiating separate agreements for each project. The agreement complies with Philippine civil law, labor regulations, data privacy requirements, and intellectual property statutes while providing a flexible structure for defining specific services through Statements of Work. It's particularly valuable for long-term consulting relationships where services may evolve or expand over time, and includes provisions for protecting both parties' interests in areas such as confidentiality, IP rights, liability limitation, and dispute resolution under Philippine jurisdiction.

1. Parties: Identification of the parties entering into the agreement, including full legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: General framework for consulting services to be provided, referencing detailed Statements of Work

5. Term and Termination: Duration of the agreement, renewal terms, and termination rights

6. Engagement Process: Process for initiating and accepting specific consulting assignments through Statements of Work

7. Fees and Payment: General payment terms, invoicing procedures, and expenses policy

8. Independent Contractor Relationship: Clear establishment of independent contractor status and not employment relationship

9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Representations and Warranties: Standard warranties about capacity, authority, and service quality

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. Indemnification: Mutual indemnification obligations

15. Insurance: Required insurance coverage

16. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanism

17. General Provisions: Standard boilerplate including notices, assignment, amendment, etc.