Terms Of Business Agreement Template for Philippines

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Key Requirements PROMPT example:

Terms Of Business Agreement

"I need a Terms of Business Agreement for my IT consulting firm based in Manila, providing software development services to international clients, with specific emphasis on data protection and intellectual property provisions in line with Philippine law."

Document background
The Terms of Business Agreement serves as a foundational document for establishing and maintaining business relationships in the Philippine context. This document is essential when companies or individuals provide ongoing services or enter into regular business transactions with clients. The agreement, governed by Philippine law, particularly the Civil Code of the Philippines and related commercial legislation, outlines the framework for service delivery, payment terms, and mutual obligations. It includes provisions for data protection compliance, dispute resolution mechanisms, and risk allocation between parties. The Terms of Business Agreement is particularly crucial in the Philippine business environment, where it helps establish clear expectations and protections for both parties while ensuring compliance with local regulatory requirements, including consumer protection laws and electronic commerce regulations.
Suggested Sections

1. Parties: Identifies and provides full details of all parties to the agreement, including registration numbers, addresses, and authorized representatives

2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Scope of Services: Detailed description of the services or products to be provided under the agreement

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Payment Terms: Pricing, payment schedules, invoicing procedures, and payment methods

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

8. Client Obligations: Responsibilities and commitments required from the client

9. Confidentiality: Provisions protecting confidential information and trade secrets

10. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures

11. Intellectual Property: Ownership and usage rights of intellectual property

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Force Majeure: Provisions for unforeseeable circumstances preventing performance

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard legal clauses including notices, amendments, assignment, and severability

Optional Sections

1. Service Levels: Detailed service level agreements and performance metrics - include when specific performance standards need to be maintained

2. Insurance: Insurance requirements and coverage details - include for high-risk services or when required by industry regulations

3. Compliance with Laws: Specific regulatory compliance requirements - include when operating in regulated industries

4. Anti-Corruption: Anti-bribery and corruption provisions - include when dealing with government entities or international business

5. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

6. Change Control: Procedures for managing changes to services or terms - include for complex or long-term arrangements

7. Warranties: Specific warranties and representations - include for product-based services or specialized professional services

8. Security Requirements: IT and physical security requirements - include when handling sensitive data or accessing client facilities

Suggested Schedules

1. Schedule 1 - Service Description: Detailed specifications of services or products

2. Schedule 2 - Pricing and Payment Terms: Detailed fee structure, rates, and payment conditions

3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements

4. Schedule 4 - Key Personnel: Details of key staff members and their roles

5. Schedule 5 - Data Processing Requirements: Specific data handling and privacy requirements

6. Appendix A - Contact Details: Contact information for key personnel and authorized representatives

7. Appendix B - Required Forms: Standard forms and templates used in the business relationship

8. Appendix C - Technical Requirements: Technical specifications and requirements

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

Professional Services

Information Technology

Financial Services

Consulting

Manufacturing

Retail

Healthcare

Education

Construction

Telecommunications

Business Process Outsourcing

Legal Services

Marketing and Advertising

Real Estate

Relevant Teams

Legal

Business Development

Commercial

Operations

Sales

Procurement

Compliance

Risk Management

Finance

Client Services

Account Management

Executive Leadership

Relevant Roles

Legal Counsel

Business Development Manager

Chief Executive Officer

Commercial Director

Contracts Manager

Chief Operating Officer

Procurement Manager

Sales Director

Account Manager

Compliance Officer

Risk Manager

Chief Financial Officer

Operations Manager

Project Manager

General Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Fundamental law governing contracts, obligations, and commercial relationships in the Philippines. Provides basic requirements for contract validity, performance, and breach.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer interests and establishes standards of conduct for business and industry. Important for terms related to consumer rights, warranties, and business obligations.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and provides legal recognition to electronic documents. Essential for businesses conducting operations online.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal information. Crucial for terms relating to data handling and privacy policies.
Price Act (Republic Act No. 7581): Provides protection to consumers by stabilizing prices of basic necessities and prime commodities. Relevant for pricing terms and policies.
Corporate Code of the Philippines (Batas Pambansa Blg. 68): Governs corporate entities and their operations. Important for establishing business relationship terms and corporate obligations.
Anti-Money Laundering Act (Republic Act No. 9160): Sets requirements for financial transactions and reporting. Relevant for payment terms and financial provisions.
Tax Code of the Philippines (National Internal Revenue Code): Governs taxation aspects of business operations. Important for terms related to taxes, fees, and financial obligations.
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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