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International Commercial Agency Contract for Philippines

International Commercial Agency Contract Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the relationship between a foreign principal and a Philippine-based commercial agent. This contract defines the terms under which the agent will represent the principal in the specified territory, including commission structures, performance requirements, and compliance with local regulations. The document incorporates specific provisions required under Philippine civil and commercial law, while addressing international trade considerations and protecting both parties' interests in cross-border commercial activities.

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International Commercial Agency Contract

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What is a International Commercial Agency Contract?

The International Commercial Agency Contract is essential for businesses seeking to establish a commercial presence in the Philippines through local representation. This document is particularly relevant when foreign companies wish to enter the Philippine market without establishing a direct subsidiary or branch office. The contract must comply with Philippine Civil Code provisions on agency (Articles 1868-1932), the Code of Commerce, and relevant international trade regulations. It typically includes detailed provisions on territory rights, commission structures, performance metrics, and compliance requirements. The agreement also addresses specific Philippine law requirements regarding foreign investment restrictions, anti-dummy laws, and local business regulations. This document is crucial for protecting both the principal's and agent's interests while ensuring compliance with both Philippine and relevant international legal frameworks.

What sections should be included in a International Commercial Agency Contract?

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

2. Background: Context of the agreement, nature of the Principal's business, and purpose of the agency relationship

3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, Commission, etc.

4. Appointment and Scope: Terms of agent appointment, exclusivity status, and territorial scope

5. Duration: Term of the agreement, including commencement date and initial period

6. Agent's Rights and Obligations: Detailed responsibilities, performance standards, and authorized activities

7. Principal's Rights and Obligations: Support to be provided, information sharing, and principal's commitments

8. Commission Structure: Calculation method, payment terms, and conditions for commission

9. Intellectual Property: Usage rights for trademarks, trade names, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition: Restrictions during and after the agreement term

12. Termination: Grounds for termination, notice requirements, and consequences

13. Post-Termination: Obligations and rights after agreement ends

14. Governing Law and Jurisdiction: Philippine law application and dispute resolution mechanisms

15. General Provisions: Standard clauses including force majeure, notices, and amendments

What sections are optional to include in a International Commercial Agency Contract?

1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required

2. Sub-Agents: Include when the agent may be permitted to appoint sub-agents

3. Marketing and Promotion: Include when specific marketing obligations are required of the agent

4. Training and Support: Include when extensive training or support will be provided

5. Insurance: Include when specific insurance coverage is required

6. Data Protection: Include when personal data processing is involved

7. Anti-Corruption: Include for high-risk territories or when required by principal's policies

8. Import/Export Compliance: Include when international movement of goods is involved

9. Product Liability: Include when dealing with physical products

10. Bank Guarantee: Include when financial security is required from the agent

What schedules should be included in a International Commercial Agency Contract?

1. Schedule 1 - Territory Definition: Detailed description of geographical areas covered

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agreement

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

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

5. Schedule 5 - Trademark Usage Guidelines: Rules for using principal's trademarks and branding

6. Schedule 6 - Reporting Requirements: Templates and timing for required reports

7. Appendix A - Standard Operating Procedures: Detailed procedures for day-to-day operations

8. Appendix B - Compliance Requirements: Specific regulatory and compliance obligations

9. Appendix C - Required Forms: Standard forms for orders, reports, and other documentation

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

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions








































Clauses








































Relevant Industries

Manufacturing

Consumer Goods

Industrial Equipment

Technology and Software

Pharmaceuticals

Automotive

Electronics

Textiles and Apparel

Agricultural Products

Construction Materials

Chemical Products

Medical Devices

Telecommunications

Professional Services

Retail and Distribution

Relevant Teams

Legal

Commercial Operations

International Business Development

Sales

Compliance

Finance

Risk Management

Corporate Affairs

Business Development

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

International Business Development Manager

Sales Director

Legal Counsel

Compliance Officer

Contract Manager

Business Development Executive

Export Manager

Country Manager

Regional Sales Manager

Commercial Operations Manager

General Counsel

Chief Financial Officer

Risk Manager

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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