This Sub Agent Contract is designed for use in the Philippine business environment where a principal agent wishes to extend their distribution or service network through the appointment of sub-agents. The document is essential when creating a hierarchical agency structure, particularly in industries such as insurance, real estate, or financial services. It ensures compliance with Philippine laws including the Civil Code (Republic Act No. 386) and the Commercial Code, while protecting the interests of all parties involved. The contract details the scope of authority, territorial rights, compensation structures, and compliance requirements. It's particularly important in situations where the principal agent needs to expand their reach while maintaining control over how their products or services are represented in the market. The document includes comprehensive provisions for performance monitoring, reporting requirements, and risk management, all tailored to meet Philippine regulatory requirements.

1. Parties: Identifies and provides full details of the Principal Agent and the Sub-Agent

2. Background: Explains the context, including the Principal Agent's authority to appoint sub-agents and the purpose of the appointment

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Details of the sub-agent's appointment and the scope of their authority

5. Term: Duration of the agreement, including start date and renewal provisions

6. Sub-Agent's Duties and Responsibilities: Comprehensive list of the sub-agent's obligations and responsibilities

7. Principal Agent's Rights and Obligations: Obligations of the principal agent to the sub-agent

8. Territory and Exclusivity: Defines geographical areas of operation and any exclusivity rights

9. Compensation and Payment Terms: Details of commission structure, payment schedules, and calculation methods

10. Compliance and Reporting: Requirements for regulatory compliance and reporting obligations

11. Confidentiality: Provisions protecting confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

13. Representations and Warranties: Standard warranties and representations from both parties

14. Limitation of Liability: Provisions limiting liability and defining indemnification obligations

15. Termination: Grounds for termination and the process to be followed

16. Post-Termination Obligations: Obligations that survive after agreement termination

17. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.