The Middleman Commission Agreement is essential for businesses operating in the Philippines that rely on intermediaries to facilitate transactions, generate sales, or broker business relationships. This agreement type is particularly relevant in the Philippine market where business relationships often depend on local representatives and agents. The document establishes clear terms for commission-based compensation, defines the scope of authorized activities, and ensures compliance with Philippine legal requirements, including the Civil Code and Commercial Code. It's commonly used when engaging independent contractors for sales, business development, or market expansion, and includes crucial provisions for protecting business interests while maintaining compliance with local labor, tax, and anti-corruption laws. The agreement's structure accommodates both individual and corporate middlemen, making it versatile for various commercial arrangements in the Philippine business context.

1. Parties: Identifies and provides full details of the Principal and the Middleman, including registration numbers and addresses

2. Background: Explains the context of the agreement, the Principal's business, and the purpose of engaging the Middleman

3. Definitions: Defines key terms used throughout the agreement, including 'Services', 'Commission', 'Territory', and 'Customers'

4. Appointment and Scope: Details the appointment of the Middleman and defines the exact scope of services to be provided

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

6. Commission Structure: Defines the commission rates, calculation methods, and payment terms

7. Payment Terms: Outlines the process and timing for commission payments, including invoicing requirements

8. Obligations of the Middleman: Lists the specific duties, responsibilities, and performance standards expected of the Middleman

9. Obligations of the Principal: Defines the Principal's responsibilities and commitments to support the Middleman's activities

10. Confidentiality: Establishes confidentiality obligations regarding business information and trade secrets

11. Non-Competition: Specifies restrictions on competing activities during and after the agreement

12. Representations and Warranties: Contains standard representations and warranties from both parties

13. Liability and Indemnification: Outlines the liability limitations and indemnification obligations

14. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and amendments