Master Contract Template for Philippines

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Key Requirements PROMPT example:

Master Contract

"I need a Master Contract governed by Philippine law for a software development and maintenance relationship with multiple overseas contractors, including provisions for data protection and intellectual property rights, to be effective from March 2025."

Document background
The Master Contract is designed for businesses seeking to establish a long-term commercial relationship under Philippine law while maintaining flexibility for future transactions. It provides a comprehensive framework that eliminates the need to negotiate standard terms repeatedly for each transaction, improving operational efficiency and reducing legal costs. This document type is particularly valuable in the Philippine business context, where it must comply with local commercial laws including the Civil Code of the Philippines, E-commerce Act, and other relevant regulations. The Master Contract typically includes provisions for ordering processes, performance standards, pricing mechanisms, and risk allocation, while allowing specific details to be agreed upon in subsequent order documents or statements of work. It is commonly used in various commercial arrangements including supply relationships, service provisions, distribution agreements, and technology partnerships.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including their legal status and registered addresses

2. Background: Context of the agreement, relationship between the parties, and purpose of the master contract

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Scope of Agreement: Overall framework of the relationship and general nature of transactions to be covered

5. Term and Renewal: Duration of the agreement, including commencement date, initial term, and renewal provisions

6. Ordering Process: Procedures for placing and accepting orders under the master contract

7. Pricing and Payment Terms: General pricing principles, payment terms, invoicing requirements, and payment dispute procedures

8. Performance Standards: Quality standards, service levels, and performance metrics applicable to all transactions

9. Representations and Warranties: Standard representations and warranties from both parties

10. Compliance with Laws: Obligations to comply with applicable laws, regulations, and standards

11. Confidentiality: Protection and handling of confidential information exchanged between parties

12. Intellectual Property Rights: Ownership and usage rights of intellectual property

13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

14. Force Majeure: Events excusing performance and procedures for handling force majeure situations

15. Termination: Grounds for termination, termination procedures, and consequences of termination

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Insurance Requirements: Specific insurance coverage requirements - include when significant operational risks exist

2. Data Protection and Privacy: Detailed data handling requirements - include when personal or sensitive data is involved

3. Security Requirements: Security protocols and standards - include for technology or sensitive operations

4. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

5. Environmental Compliance: Environmental standards and requirements - include for operations with environmental impact

6. Anti-Corruption Compliance: Anti-corruption and ethics requirements - include for international transactions or government contracts

7. Change Control: Procedures for managing changes to services or deliverables - include for complex operational relationships

8. Personnel Requirements: Specific requirements for personnel - include when service delivery depends on key personnel

9. Audit Rights: Rights to audit performance and compliance - include for regulated industries or critical suppliers

Suggested Schedules

1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts

2. Schedule 2 - Service Specifications: Detailed specifications of services or products covered under the agreement

3. Schedule 3 - Service Levels: Detailed service level requirements and measurement metrics

4. Schedule 4 - Key Personnel: List of key personnel and their roles (if applicable)

5. Schedule 5 - Approved Subcontractors: List of approved subcontractors and their scope of work

6. Schedule 6 - Form of Order: Template for individual orders under the master contract

7. Schedule 7 - Governance Procedures: Detailed procedures for contract governance and management

8. Schedule 8 - Technical Requirements: Detailed technical specifications and requirements

9. Appendix A - Contact Details: Contact information for key representatives and escalation procedures

10. 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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Retail

Financial Services

Healthcare

Telecommunications

Professional Services

Construction

Energy

Transportation

Education

Government Services

Consumer Goods

Agriculture

Mining

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Risk Management

Compliance

Business Development

Supply Chain

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Contract Manager

Business Development Manager

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

Chief Executive Officer

Supply Chain Manager

Project Manager

Account Manager

Vendor Manager

General Counsel

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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