Option Sales Contract Template for Philippines

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Key Requirements PROMPT example:

Option Sales Contract

"I need an Option Sales Contract for a commercial property in Manila, giving the option holder 6 months from January 2025 to purchase the property, with a requirement for a 10% option fee and specific due diligence provisions for environmental compliance."

Document background
The Option Sales Contract is a crucial legal instrument in Philippine business transactions, particularly utilized when parties seek to establish a conditional purchase arrangement with defined terms. This document type is governed by the Civil Code of the Philippines and related commercial legislation, requiring specific elements to ensure enforceability. It's commonly used in real estate transactions, business acquisitions, and asset purchases where the buyer needs time to arrange financing or conduct due diligence while securing the right to purchase. The Option Sales Contract must include clear terms about the option period, consideration, exercise mechanism, and the underlying sale terms. It's essential for transactions where parties want to lock in future purchase rights while maintaining flexibility, and it must comply with Philippine documentary requirements including proper execution and, where applicable, registration with relevant authorities.
Suggested Sections

1. Parties: Identifies and provides full details of the Option Grantor and Option Holder, including their legal capacity to contract

2. Background: Establishes the context of the agreement and the intention to grant an option to purchase

3. Definitions: Defines key terms used throughout the contract, including 'Option Period', 'Strike Price', and 'Subject Matter'

4. Grant of Option: Clearly states the grant of the option and its basic terms

5. Option Period: Specifies the duration during which the option can be exercised

6. Option Price: States the consideration paid for the option itself

7. Exercise of Option: Details the process and requirements for exercising the option

8. Purchase Price: Specifies the price for the underlying sale if the option is exercised

9. Payment Terms: Outlines the payment schedule and methods for both option price and purchase price

10. Subject Matter: Detailed description of the property or goods subject to the option

11. Representations and Warranties: Standard warranties about ownership, authority to sell, and condition of subject matter

12. Default and Remedies: Consequences of breach by either party

13. Governing Law: Specifies Philippine law as governing law and jurisdiction

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Due Diligence: Used when the option holder requires a due diligence period before exercise

2. Conditions Precedent: Include when certain conditions must be met before option exercise

3. Assignment: Include if the option rights may be transferred to third parties

4. Tax Provisions: Detailed section needed for high-value transactions or real estate options

5. Registration: Required for options involving real property

6. Escrow Arrangements: Used when an escrow agent will hold documents or payments

7. Force Majeure: Include for long-term options where external events might affect performance

Suggested Schedules

1. Schedule A - Property Description: Detailed technical description of the subject matter of the option

2. Schedule B - Payment Schedule: Detailed breakdown of payment terms and installments if applicable

3. Schedule C - Form of Exercise Notice: Template notice for exercising the option

4. Schedule D - Due Diligence Requirements: List of documents and information to be provided during due diligence

5. Schedule E - Encumbrances: List of existing liens, encumbrances, or restrictions on the subject matter

6. Appendix 1 - Required Documents: List of documents required for closing the sale upon exercise

7. Appendix 2 - Property Documents: Copies of relevant property documents, titles, or certificates

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

Real Estate

Manufacturing

Agriculture

Mining

Technology

Retail

Financial Services

Construction

Energy

Commercial Trading

Relevant Teams

Legal

Finance

Business Development

Commercial

Procurement

Compliance

Real Estate

Operations

Risk Management

Corporate Affairs

Relevant Roles

Legal Counsel

Corporate Lawyer

Business Development Manager

Real Estate Manager

Procurement Officer

Contract Administrator

Chief Financial Officer

Property Manager

Investment Manager

Compliance Officer

Risk Manager

Commercial Director

Asset Manager

Operations Manager

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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