Service Delivery Agreement Template for Philippines

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Key Requirements PROMPT example:

Service Delivery Agreement

"I need a Service Delivery Agreement governed by Philippine law for my IT consulting company to provide cloud migration services to a multinational client, with specific provisions for data privacy and cross-border data transfers, to be effective from March 1, 2025."

Document background
The Service Delivery Agreement serves as a crucial legal framework for businesses operating in the Philippines who engage in service-based relationships. This document is essential when one party (the service provider) agrees to deliver specific services to another party (the client) under defined terms and conditions. It becomes particularly important in the Philippine context where service industries are heavily regulated and must comply with various laws including the Civil Code, Labor Code, and Data Privacy Act. The Service Delivery Agreement should be used when establishing any formal service arrangement, whether for IT services, consulting, facilities management, or other professional services. It typically includes detailed specifications of services, performance metrics, payment structures, and compliance requirements, all tailored to meet Philippine legal standards and business practices.
Suggested Sections

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

2. Background: Provides context for the agreement and brief description of the parties' business relationship

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided, including deliverables and service standards

5. Term and Commencement: Specifies the duration of the agreement and start date

6. Payment Terms: Details the fees, payment schedule, invoicing process, and payment methods

7. Service Provider Obligations: Lists key responsibilities and commitments of the service provider

8. Client Obligations: Specifies client responsibilities and requirements for service delivery

9. Performance Standards: Defines quality metrics, KPIs, and service level requirements

10. Confidentiality: Provisions for protecting confidential information of both parties

11. Data Protection: Compliance requirements with Philippine Data Privacy Act

12. Termination: Conditions and process for ending the agreement

13. Liability and Indemnification: Limits of liability and indemnification obligations

14. Force Majeure: Provisions for unforeseen circumstances preventing performance

15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

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

Optional Sections

1. Intellectual Property Rights: Include when services involve creation or use of intellectual property

2. Insurance: Include when specific insurance coverage is required for the services

3. Anti-Corruption and Compliance: Include for high-value contracts or when dealing with government entities

4. Security Requirements: Include when services involve access to sensitive systems or facilities

5. Transition Services: Include when complex service handover is required at termination

6. Disaster Recovery: Include for critical services requiring business continuity planning

7. Subcontracting: Include if service provider may need to engage subcontractors

8. Change Control: Include for long-term agreements where service scope may need adjustment

9. Non-Competition: Include when protecting against competitive activities is necessary

10. Personnel Requirements: Include when specific qualifications or security clearances are required

Suggested Schedules

1. Schedule 1 - Service Specifications: Detailed technical specifications of services to be provided

2. Schedule 2 - Service Levels and KPIs: Specific metrics and performance standards with measurement methods

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation

5. Schedule 5 - Authorized Representatives: List of key contacts and their authority levels

6. Schedule 6 - Data Processing Requirements: Specific requirements for handling personal and sensitive data

7. Schedule 7 - Required Reports: Templates and specifications for required service reports

8. Appendix A - Form of Change Order: Template for documenting agreed changes to services

9. Appendix B - Security Protocols: Detailed security procedures and requirements

10. Appendix C - Escalation Matrix: Process and contacts for issue escalation

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

Information Technology

Business Process Outsourcing

Professional Services

Healthcare

Education

Financial Services

Telecommunications

Consulting

Facilities Management

Engineering Services

Marketing and Advertising

Logistics and Supply Chain

Real Estate Services

Environmental Services

Manufacturing Support Services

Relevant Teams

Legal

Procurement

Operations

Commercial

Finance

Compliance

Risk Management

Business Development

Project Management

Vendor Management

Contract Administration

Account Management

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Procurement Manager

Contract Manager

Legal Counsel

Operations Director

Service Delivery Manager

Business Development Manager

Project Manager

Compliance Officer

Risk Manager

Finance Director

Account Manager

Vendor Relations Manager

Operations Manager

Commercial Director

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing contracts, obligations, and contractual relationships in the Philippines. Particularly relevant are Book IV on Obligations and Contracts, which sets out basic requirements for valid contracts, consent, object, and consideration.
Labor Code of the Philippines (Presidential Decree No. 442): Regulates employment relationships and independent contractors. Important for distinguishing between service agreements and employment contracts, and ensuring compliance with labor standards.
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the protection of personal information in information and communications systems. Relevant for data handling and confidentiality provisions in service agreements.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer interests and establishes standards of conduct for business and industry. Applicable when services are provided to consumers.
National Internal Revenue Code: Covers tax obligations and requirements for service contracts, including VAT, withholding tax, and documentary requirements.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Provides legal recognition of electronic documents and signatures. Relevant for digital service agreements and online service delivery.
Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285): Provides framework for alternative dispute resolution mechanisms, important for dispute resolution clauses in service 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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