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Master Agreement
"I need a master agreement for a 5-year capital markets partnership, detailing transaction terms, risk management protocols, and a quarterly review process, with a termination clause requiring 90 days' notice."
What is a Master Agreement?
A Master Agreement sets the core rules and terms for all future transactions between business partners in the Philippines. Think of it as the foundation document that governs how two parties will work together over time, covering everything from payment terms to dispute resolution.
Instead of drafting new contracts for each deal, Filipino companies use this overarching agreement to streamline their ongoing business relationships. It saves time, reduces legal costs, and provides consistency across multiple transactions. The agreement must follow Philippine Civil Code requirements and typically includes provisions for local arbitration under Philippine law.
When should you use a Master Agreement?
Consider using a Master Agreement when your company plans repeated transactions with the same business partner in the Philippines. This setup works especially well for ongoing supplier relationships, distribution networks, or regular service arrangements where you need consistent terms across multiple deals.
The agreement becomes essential when dealing with high-value partnerships, complex delivery schedules, or situations requiring strict quality controls under Philippine commercial standards. Companies in manufacturing, technology services, and wholesale distribution benefit most from having these agreements in place before starting major business relationships or expanding operations across multiple locations.
What are the different types of Master Agreement?
- Master Subscription Agreement: Used for software and tech services, covering recurring payments and service levels
- Master Supplier Agreement: Governs long-term vendor relationships, including quality standards and delivery terms
- Master Franchise Contract: Outlines rights and obligations for franchise operations across multiple locations
- Mutual Service Agreement: For reciprocal service arrangements between equal partners
- MSA Agreement: Comprehensive framework for complex, ongoing business relationships with multiple service components
Who should typically use a Master Agreement?
- Corporate Legal Teams: Draft and customize Master Agreements to protect company interests and ensure compliance with Philippine commercial laws
- Business Executives: Review and sign agreements, often requiring board approval for high-value commitments
- Procurement Officers: Manage supplier relationships and ensure adherence to agreement terms
- External Law Firms: Provide specialized guidance on complex agreements, especially for international transactions
- Compliance Officers: Monitor ongoing adherence to agreement terms and regulatory requirements
- Department Heads: Implement operational aspects and ensure staff follow established procedures
How do you write a Master Agreement?
- Business Details: Gather complete legal names, addresses, and registration numbers of all parties involved
- Scope Definition: List specific products, services, and territories covered under the agreement
- Payment Terms: Document pricing structures, payment schedules, and currency considerations
- Performance Metrics: Define clear deliverables, quality standards, and timeline expectations
- Risk Assessment: Identify potential issues unique to your industry or transaction type
- Document Generation: Use our platform to create a legally-sound Master Agreement that includes all required elements
- Internal Review: Have key stakeholders verify business terms before finalizing
What should be included in a Master Agreement?
- Party Details: Full legal names, addresses, and authorized signatories of all involved entities
- Scope Section: Clear definition of covered transactions, services, or products under Philippine law
- Term and Renewal: Duration, extension conditions, and termination procedures
- Payment Terms: Pricing, payment schedules, and currency specifications
- Dispute Resolution: Philippine arbitration clauses and jurisdiction specifications
- Confidentiality: Data protection measures compliant with Philippine privacy laws
- Force Majeure: Events excusing performance under local conditions
- Governing Law: Explicit statement choosing Philippine law as governing authority
What's the difference between a Master Agreement and a Master Service Agreement?
A Master Agreement differs significantly from a Master Service Agreement in several key aspects, though they're often confused in Philippine business practice. While both govern business relationships, their scope and application vary considerably.
- Scope of Coverage: Master Agreements establish broad framework terms for multiple types of transactions, while Master Service Agreements focus specifically on ongoing service delivery and performance standards
- Transaction Structure: Master Agreements allow for various transaction types through supplemental agreements, while Master Service Agreements typically cover a single service relationship
- Flexibility: Master Agreements offer greater adaptability for different business needs, whereas Master Service Agreements are more rigid in their service-specific focus
- Implementation: Master Agreements require additional transaction documents to execute specific deals, while Master Service Agreements are typically operational on their own
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