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1. Parties: Identification and details of all contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement, including 'Gross Revenue', 'Net Revenue', or other relevant base amounts for percentage calculations
4. Percentage Agreement: Core terms specifying the agreed percentage(s), calculation basis, and any tiered or variable arrangements
5. Payment Terms: Timing, method, and currency of payments, including any minimum guaranteed amounts
6. Calculation and Reporting: Procedures for calculating amounts, reporting requirements, and verification rights
7. Record Keeping: Requirements for maintaining accurate records and allowing audits
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Representations and Warranties: Standard and specific warranties regarding capacity, authority, and accuracy of information
10. Confidentiality: Protection of confidential information and trade secrets
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction provisions
12. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Exclusivity: Used when one party is granted exclusive rights or when exclusivity restrictions apply
2. Minimum Performance Requirements: Include when there are minimum performance thresholds or targets
3. Marketing and Promotion: Required when parties have specific marketing or promotional obligations
4. Intellectual Property: Include when the agreement involves use of trademarks, patents, or other IP rights
5. Insurance: Used when specific insurance requirements are necessary for the arrangement
6. Anti-corruption Compliance: Include for high-value contracts or when dealing with government entities
7. Data Protection: Required when personal data processing is involved in the arrangement
8. Force Majeure: Detailed force majeure provisions beyond standard boilerplate, if necessary for the specific industry
1. Schedule 1 - Calculation Methodology: Detailed explanation of how percentages are calculated, including formulas and examples
2. Schedule 2 - Reporting Template: Standard format for regular financial reporting and calculations
3. Schedule 3 - Minimum Performance Criteria: If applicable, detailed performance requirements and metrics
4. Schedule 4 - Authorized Representatives: List of authorized representatives and their contact details
5. Appendix A - Audit Procedures: Detailed procedures for conducting financial audits and verifications
6. Appendix B - Dispute Resolution Procedures: Specific procedures for resolving disputes under Philippine law
Applicable Law
Audit Period
Business Day
Calculation Period
Confidential Information
Effective Date
Gross Revenue
Net Revenue
Intellectual Property Rights
Material Breach
Minimum Guaranteed Amount
Payment Due Date
Percentage Fee
Quarter
Reporting Period
Revenue Share
Services
Term
Territory
Transaction
Working Hours
Force Majeure Event
Authorized Representative
Base Amount
Commission
Deductions
Excluded Revenue
Financial Year
Performance Metrics
Records
Related Entity
Sales Report
Target Amount
Verification Rights
Recitals
Definitions
Scope of Agreement
Term and Duration
Percentage Calculation
Payment Terms
Reporting Obligations
Audit Rights
Record Keeping
Confidentiality
Intellectual Property
Representations and Warranties
Minimum Performance Requirements
Default and Remedies
Termination
Force Majeure
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Amendment
Severability
Waiver
Counterparts
Exclusivity
Non-Competition
Compliance with Laws
Anti-Corruption
Data Protection
Indemnification
Insurance
Relationship of Parties
Survival
Retail
Real Estate
Financial Services
Technology
Manufacturing
Distribution
Entertainment
Professional Services
Hospitality
E-commerce
Construction
Agriculture
Healthcare
Education
Telecommunications
Legal
Finance
Sales
Business Development
Operations
Compliance
Tax
Commercial
Accounts
Risk Management
Internal Audit
Partner Relations
Chief Financial Officer
Commercial Director
Business Development Manager
Sales Director
Legal Counsel
Contract Manager
Finance Manager
Operations Director
Account Executive
Partnership Manager
Compliance Officer
Tax Manager
Regional Sales Manager
Commission Administrator
Business Analyst
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