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Master Framework Agreement

Master Framework Agreement Template for Philippines

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Key Requirements PROMPT example:

Master Framework Agreement

"I need a Master Framework Agreement governed by Philippine law for an IT services arrangement between our Singapore-based technology company and multiple Philippine subsidiaries, with special attention to data protection and cross-border service delivery, to be effective from March 1, 2025."

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Document background
The Master Framework Agreement serves as an overarching contract template designed for businesses operating in the Philippines that anticipate multiple future transactions or services. It establishes the foundational legal framework while allowing flexibility for specific orders or statements of work to be agreed upon subsequently. This document type is particularly relevant in the Philippine business context, where it must comply with local regulations including the Civil Code of the Philippines, Electronic Commerce Act, and Data Privacy Act. The agreement typically includes provisions for ordering processes, pricing mechanisms, service levels, compliance requirements, and dispute resolution procedures tailored to Philippine jurisdiction. It's especially useful for long-term business relationships where detailed terms of individual transactions may vary but core principles remain constant.
Suggested Sections

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

2. Background: Context of the agreement, business relationship, and general intentions of the parties

3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement

4. Framework Structure: Explains how the framework operates, including process for creating subsidiary agreements

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

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

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

8. Performance Standards: Required service levels, quality standards, and performance metrics

9. Confidentiality: Protection and handling of confidential information

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

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

12. Liability and Indemnification: Allocation of risks, limitations of liability, and indemnification obligations

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

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

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

Optional Sections

1. Exclusivity: Terms of exclusive arrangement, if parties agree to work exclusively

2. Insurance: Insurance requirements when services or goods involve significant risks

3. Security Requirements: IT or physical security requirements for sensitive operations

4. Personnel Requirements: Specific requirements for staff qualifications or vetting when relevant

5. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions for high-risk sectors or government contracts

6. Environmental Compliance: Environmental requirements for environmentally sensitive operations

7. Import/Export Compliance: International trade compliance for cross-border transactions

8. Parent Company Guarantee: Guarantee provisions when financial security is required

Suggested Schedules

1. Schedule 1 - Service Descriptions: Detailed descriptions of services or products covered under the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing structures, rates, and pricing review mechanisms

3. Schedule 3 - Service Levels: Detailed service level agreements, KPIs, and measurement methods

4. Schedule 4 - Governance: Detailed governance structure, meeting schedules, and escalation procedures

5. Schedule 5 - Technical Requirements: Technical specifications and requirements

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

7. Schedule 7 - Change Control Procedure: Procedures for implementing changes to services or terms

8. Schedule 8 - Key Personnel: List of key personnel and their roles from both parties

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

10. Appendix B - Required Insurance Coverage: Detailed insurance requirements and minimum coverage levels

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Control
Data Protection Laws
Deliverables
Dispute
Effective Date
Force Majeure Event
Framework
Good Industry Practice
Goods
Group
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Order
Order Form
Parent Company
Parties
Personal Data
Personnel
Philippines
Project
Purchase Order
Quality Standards
Related Agreements
Renewal Period
Representatives
Schedule
Services
Service Levels
Service Credits
Specification
Statement of Work
Subsidiary Agreement
Supplier
Term
Territory
Third Party
Working Hours
Working Day
Clauses
Interpretation
Framework Structure
Appointment
Duration
Exclusivity
Ordering Process
Service Delivery
Quality Standards
Performance Requirements
Pricing
Payment Terms
Invoicing
Service Levels
Key Performance Indicators
Monitoring and Reporting
Audit Rights
Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Security
Compliance
Anti-Corruption
Insurance
Indemnification
Liability
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Governing Law
Notices
Assignment
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Electronic Execution
Relationship of Parties
Competition Law Compliance
Environmental Compliance
Labor Law Compliance
Tax
Import/Export Controls
Business Continuity
Record Keeping
Publicity
Language
Relevant Industries

Information Technology

Business Process Outsourcing

Manufacturing

Professional Services

Telecommunications

Financial Services

Healthcare

Retail and Distribution

Construction and Infrastructure

Energy and Utilities

Logistics and Supply Chain

Education and Training

Relevant Teams

Legal

Procurement

Commercial

Operations

Risk and Compliance

Finance

Business Development

Supply Chain

Project Management

Account Management

Senior Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Commercial Director

Procurement Manager

Contract Manager

Legal Counsel

Business Development Director

Operations Director

Risk Manager

Compliance Officer

Chief Financial Officer

Project Manager

Account Director

Supply Chain Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary legislation governing contracts, obligations, and commercial relationships in the Philippines. Provides fundamental principles on contract formation, validity, performance, and breach.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and provides legal recognition to electronic documents and signatures, crucial for modern commercial agreements.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Relevant for provisions related to intellectual property rights protection and licensing in the framework agreement.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the processing of personal information and must be considered for data protection and privacy provisions in the agreement.
Philippine Competition Act (Republic Act No. 10667): Ensures that any exclusivity or preferential arrangements in the framework agreement do not violate competition laws.
National Internal Revenue Code: Governs taxation aspects of commercial transactions and must be considered for tax-related provisions in the agreement.
Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285): Provides legal framework for alternative dispute resolution mechanisms that may be incorporated in the agreement.
Corporation Code of the Philippines (Revised) (Republic Act No. 11232): Relevant for understanding corporate powers and authority to enter into framework agreements.
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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