Non Compete And Independent Contractor Agreement Template for Philippines

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Key Requirements PROMPT example:

Non Compete And Independent Contractor Agreement

"I need a Non Compete and Independent Contractor Agreement for a senior software developer in Manila who will be working on our core banking platform starting March 2025, with a two-year non-compete restriction covering the Philippines and Singapore."

Document background
The Non Compete And Independent Contractor Agreement is essential for businesses in the Philippines seeking to engage skilled professionals while protecting their legitimate business interests. This document is particularly relevant when companies want to maintain flexibility in their workforce while safeguarding confidential information, client relationships, and competitive advantage. It addresses the specific requirements of Philippine law, including compliance with the Labor Code, DOLE regulations, and the Philippine Competition Act. The agreement is commonly used for project-based work, consulting arrangements, or specialized services where the contractor may gain significant insight into the company's operations. It includes detailed provisions on the scope of work, compensation, independent contractor status confirmation, and restrictions on competitive activities during and after the engagement period.
Suggested Sections

1. Parties: Identifies and provides full details of the contracting parties, including their legal names, addresses, and business registration details if applicable

2. Background: Explains the context of the agreement, including the nature of the client's business and the contractor's expertise

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competing Business', 'Services', and 'Territory'

4. Scope of Services: Details the specific services to be provided by the contractor, including deliverables and performance standards

5. Independent Contractor Status: Explicitly establishes the relationship as independent contractor, not employment, and outlines the implications

6. Term and Termination: Specifies the duration of the agreement and conditions for termination by either party

7. Compensation and Payment Terms: Details the fee structure, payment schedule, and reimbursement policies

8. Non-Compete Obligations: Specifies restrictions on competing activities, including duration, geographic scope, and nature of prohibited activities

9. Confidentiality: Outlines obligations regarding confidential information and trade secrets

10. Intellectual Property Rights: Addresses ownership and rights to work product created during the engagement

11. Representations and Warranties: Contains statements of fact and promises made by both parties

12. Indemnification: Details mutual or unilateral indemnification obligations

13. General Provisions: Includes standard clauses such as governing law, notices, and amendments

Optional Sections

1. Insurance Requirements: Specifies required insurance coverage when the services involve significant risks or liability exposure

2. Equipment and Resources: Details provisions regarding tools and resources when specific equipment or facilities are required

3. Performance Metrics: Establishes specific performance criteria and evaluation methods when quantifiable metrics are necessary

4. Non-Solicitation: Includes restrictions on soliciting employees or clients when there's significant risk of poaching

5. Dispute Resolution: Details specific arbitration or mediation procedures when parties prefer alternative dispute resolution

6. Force Majeure: Addresses unforeseeable circumstances when services involve critical timelines or deliverables

7. Data Protection: Includes specific data handling requirements when personal or sensitive data is involved

8. Compliance with Specific Regulations: Added when the services are in regulated industries requiring specific compliance measures

Suggested Schedules

1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance requirements

2. Schedule B - Fee Schedule: Detailed breakdown of fees, payment terms, and any variable compensation elements

3. Schedule C - Restricted Territory: Map or detailed description of geographic areas covered by non-compete provisions

4. Schedule D - Competing Business Definition: Specific description of business activities considered competitive

5. Appendix 1 - Required Qualifications: List of required certifications, licenses, or qualifications for service delivery

6. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable

7. Appendix 3 - Compliance Requirements: Specific regulatory or industry compliance requirements

8. Appendix 4 - Client Policies: Relevant client policies that contractor must comply with

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

Professional Services

Consulting

Healthcare

Financial Services

Marketing and Advertising

Engineering

Education and Training

Software Development

Creative Industries

Construction

Real Estate

Relevant Teams

Legal

Human Resources

Procurement

Operations

Finance

Business Development

Compliance

Risk Management

Relevant Roles

Consultant

Software Developer

Business Analyst

Project Manager

Marketing Specialist

Financial Advisor

Training Specialist

Graphic Designer

Technical Writer

Engineering Consultant

Sales Representative

IT Specialist

Research Analyst

Strategic Advisor

Content Creator

Industries
Civil Code of the Philippines (Republic Act No. 386): Governs general contract principles, including formation, validity, and enforcement of contracts. Essential for ensuring the agreement meets basic contractual requirements.
Labor Code of the Philippines (Presidential Decree No. 442): Defines employment relationships and distinguishes between employees and independent contractors. Important for properly structuring the independent contractor relationship.
Philippine Competition Act (Republic Act No. 10667): Regulates anti-competitive practices and provides framework for evaluating non-compete clauses to ensure they're not unduly restrictive.
Department of Labor and Employment (DOLE) Department Order No. 174-17: Provides guidelines on contracting and subcontracting arrangements, helping define legitimate independent contractor relationships.
National Internal Revenue Code: Governs tax obligations for independent contractors, including registration requirements and tax payment procedures.
1987 Philippine Constitution, Article XIII (Social Justice and Human Rights): Provides fundamental rights of workers and principles of social justice that must be considered in employment-related agreements.
Social Security Law (Republic Act No. 11199): Outlines social security obligations and coverage for self-employed individuals and independent contractors.
Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285): Provides framework for including dispute resolution mechanisms in the agreement.
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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