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Exclusive Selling Agency Agreement for Philippines

Exclusive Selling Agency Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes an exclusive relationship between a principal company and a selling agent. The document grants the agent exclusive rights to sell specified products within a defined territory, outlining the scope of authority, commission structure, performance requirements, and mutual obligations. It includes provisions compliant with Philippine Civil Code requirements for agency relationships, competition laws, and commercial regulations, while establishing clear terms for territory exclusivity, performance metrics, reporting requirements, and termination conditions.

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Exclusive Selling Agency Agreement

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What is a Exclusive Selling Agency Agreement?

The Exclusive Selling Agency Agreement is a crucial commercial document used when a company (principal) wishes to appoint a sole representative to sell its products in a specific territory within the Philippines. This arrangement is particularly common for businesses seeking to expand their market presence while maintaining control over their distribution channels. The agreement, governed by Philippine law and compliant with local commercial regulations, comprehensively addresses all aspects of the exclusive relationship, including territorial rights, commission structures, performance expectations, and compliance requirements. It's essential for protecting both parties' interests while ensuring adherence to Philippine Competition Act provisions regarding exclusive dealing arrangements. The document typically includes detailed schedules for products, territory definitions, and commission structures, making it a complete framework for the exclusive agency relationship.

What sections should be included in a Exclusive Selling Agency Agreement?

1. Parties: Identification of the Principal and the Exclusive Selling Agent, including full legal names, addresses, and company registration details

2. Background: Context of the agreement, brief description of the Principal's business, and the purpose of appointing an exclusive selling agent

3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Exclusive Rights', and 'Net Sales'

4. Appointment and Scope: Formal appointment of the agent, confirmation of exclusivity, and detailed scope of the agent's authority

5. Territory and Exclusivity: Definition of the geographical area covered and nature of exclusive rights granted

6. Term and Renewal: Duration of the agreement, commencement date, and conditions for renewal

7. Agent's Rights and Obligations: Detailed responsibilities of the agent, including sales targets, marketing efforts, and reporting requirements

8. Principal's Rights and Obligations: Principal's commitments, including product supply, support, and training obligations

9. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility

10. Intellectual Property: Usage rights of trademarks, trade names, and other IP during the agreement term

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, notice periods, and consequences of termination

13. Post-Termination Obligations: Obligations of both parties after agreement termination

14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

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

What sections are optional to include in a Exclusive Selling Agency Agreement?

1. Non-Competition: Restrictions on agent's ability to represent competing products, used when protecting market position is crucial

2. Training and Support: Detailed provisions for training and support programs, included when significant product knowledge is required

3. Marketing and Promotion: Specific requirements for marketing activities and cost-sharing arrangements, used when extensive marketing is needed

4. Minimum Performance Requirements: Specific sales targets and consequences for not meeting them, included when performance metrics are crucial

5. Insurance: Requirements for insurance coverage, included when dealing with high-value products or significant risks

6. Bank Guarantee: Requirements for bank guarantees or security deposits, used when financial security is needed

7. Data Protection: Specific provisions for handling customer data, included when personal data processing is involved

8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements

What schedules should be included in a Exclusive Selling Agency Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing

2. Schedule 2 - Territory: Detailed description or map of the exclusive territory, including any excluded areas

3. Schedule 3 - Commission Structure: Detailed commission rates, calculation methods, and examples

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics

5. Schedule 5 - Reporting Templates: Standard formats for regular sales reports and performance updates

6. Schedule 6 - Marketing Guidelines: Guidelines for use of Principal's branding and marketing materials

7. Appendix A - Required Documentation: List of required licenses, permits, and documentation for the Agent

8. Appendix B - Training Program: Overview of initial and ongoing training requirements and schedules

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Cost

Free to use
Relevant legal definitions










Clauses








































Relevant Industries

Manufacturing

Consumer Goods

Industrial Products

Technology and Software

Pharmaceuticals

Automotive

Construction Materials

Electronics

Food and Beverage

Agricultural Products

Telecommunications

Medical Devices

Retail

Chemical Products

Machinery and Equipment

Relevant Teams

Legal

Sales

Commercial Operations

Business Development

Compliance

Finance

Contract Administration

Distribution

Channel Management

Corporate Affairs

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Executive Officer

Managing Director

Sales Manager

Regional Manager

Distribution Manager

Channel Manager

Agency Relations Manager

Commercial Operations Manager

Chief Commercial Officer

Compliance Officer

Industries






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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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