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Limited Liability Agreement Template for Philippines

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement for my IT consulting company based in Manila, providing cloud services to financial institutions, with a specific focus on cybersecurity risks and a liability cap of 12 months' fees."

Document background
The Limited Liability Agreement is a crucial legal instrument used in Philippine business relationships to establish clear boundaries of liability between contracting parties. This document becomes essential when organizations wish to define and cap their potential liability exposure while maintaining compliance with Philippine law. It is particularly relevant in business relationships involving significant risk transfer, service provisions, or complex commercial arrangements. The agreement must carefully balance the limitation of liability with Philippine legal requirements, including mandatory provisions under the Civil Code and Corporation Code. This document type is commonly used in various business contexts, from technology services to manufacturing partnerships, and can be adapted for both domestic and international business relationships where Philippine law governs the arrangement.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including their legal status, registered addresses, and representatives

2. Background: Explains the context and purpose of the agreement, including the business relationship between the parties

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Scope of Agreement: Outlines the specific activities, services, or relationship covered by the liability limitations

5. Limitation of Liability: Details the specific limitations on liability, including monetary caps and types of losses covered

6. Excluded Liabilities: Specifies which types of liabilities cannot be limited or excluded under Philippine law

7. Indemnification: Sets out mutual or unilateral indemnification obligations between the parties

8. Duration and Termination: Specifies the term of the agreement and circumstances for termination

9. Force Majeure: Addresses circumstances beyond parties' control that may affect performance

10. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies jurisdiction for dispute resolution

11. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Insurance Requirements: Required when specific insurance coverage is necessary to support liability arrangements

2. Confidentiality: Include when parties will exchange sensitive information during their relationship

3. Intellectual Property Rights: Necessary when the relationship involves creation or use of intellectual property

4. Assignment and Novation: Include when parties want to specifically address the transfer of rights or obligations

5. Dispute Resolution: Optional detailed procedures for handling disputes, such as mediation or arbitration

6. Compliance with Laws: Include when specific regulatory compliance requirements need to be addressed

7. Parent Company Guarantee: Required when additional security is needed from a parent company

Suggested Schedules

1. Schedule 1 - Liability Caps: Detailed breakdown of liability limitations for different types of losses or events

2. Schedule 2 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements

3. Schedule 3 - Services or Activities: Detailed description of services or activities covered by the liability limitations

4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the relationship

5. Appendix A - Notice Requirements: Detailed procedures and contact information for formal notices

6. Appendix B - Parent Company Details: Information about parent companies if parent company guarantees are included

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

Relevant legal definitions
































Clauses


























Relevant Industries

Information Technology

Professional Services

Manufacturing

Construction

Financial Services

Healthcare

Telecommunications

Retail and Distribution

Energy and Utilities

Transportation and Logistics

Relevant Teams

Legal

Compliance

Risk Management

Operations

Finance

Procurement

Corporate Affairs

Business Development

Commercial

Executive Leadership

Relevant Roles

Legal Counsel

Contract Manager

Risk Manager

Chief Legal Officer

Compliance Officer

Business Development Manager

Operations Director

Chief Financial Officer

Project Manager

Commercial Director

General Manager

Chief Executive Officer

Procurement Manager

Corporate Secretary

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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