The Contract For Supply of Services is a fundamental business document used when one party (the service provider) agrees to provide professional services to another party (the client) under Philippine jurisdiction. This agreement is essential for businesses operating in the Philippines that need to formalize service arrangements, whether for ongoing operational support, project-specific work, or specialized professional services. The document incorporates key requirements from Philippine legislation, including the Civil Code, Labor Code, and industry-specific regulations, while addressing practical commercial needs such as service levels, payment terms, and performance standards. It is particularly relevant in today's business environment where service-based relationships form a crucial part of business operations, and clear contractual frameworks are necessary to manage expectations and protect both parties' interests.
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1. Parties: Identifies and provides full details of the service provider and the client, including registration numbers and addresses
2. Background: Contextualizes the agreement and explains why the parties are entering into it
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of the services to be provided, including specific deliverables and standards
5. Term and Duration: Specifies the commencement date and duration of the agreement, including any renewal terms
6. Fees and Payment: Details the service fees, payment schedule, invoicing process, and payment terms
7. Service Provider's Obligations: Lists all duties and responsibilities of the service provider
8. Client's Obligations: Specifies the client's responsibilities and obligations to enable service delivery
9. Performance Standards: Defines the expected quality levels and performance metrics for the services
10. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used during service provision
11. Confidentiality: Protects confidential information exchanged during the service relationship
12. Data Protection: Ensures compliance with Philippine Data Privacy Act requirements
13. Liability and Indemnification: Sets out liability limitations and indemnification obligations
14. Termination: Specifies grounds and procedures for contract termination
15. Governing Law and Jurisdiction: Confirms Philippine law governance and jurisdiction for disputes
16. General Provisions: Includes standard boilerplate clauses like notices, assignment, and entire agreement
1. Insurance: Required when services involve significant risks or regulatory requirements for insurance coverage
2. Service Credits: Include when implementing a service level agreement (SLA) with specific performance metrics
3. Force Majeure: Important for long-term services or when service delivery could be affected by external events
4. Change Control: Necessary for complex or long-term services where scope changes are likely
5. Anti-Corruption Compliance: Required for government contracts or when dealing with public sector clients
6. Subcontracting: Include when the service provider may need to engage subcontractors
7. Training and Knowledge Transfer: Important for technical services requiring client staff training
8. Exit Management: Necessary for complex services requiring transition planning at contract end
1. Schedule 1 - Service Specifications: Detailed technical specifications of the services to be provided
2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and service level requirements
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
4. Schedule 4 - Key Personnel: Lists key staff members responsible for service delivery
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation
6. Appendix A - Required Reports: Templates and specifications for required service reports
7. Appendix B - Contact Details: Contact information for key personnel and escalation procedures
8. Appendix C - Compliance Requirements: Specific regulatory or industry compliance requirements applicable to the services
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