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1. Parties: Identification of the outgoing management company, incoming management company, and the target company
2. Background: Context of the management takeover, including current management structure and reasons for change
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Management Transfer: Detailed description of management responsibilities being transferred
5. Effective Date and Transition Period: Specification of when the takeover becomes effective and the transition timeline
6. Management Services: Comprehensive outline of services to be provided by the new management
7. Handover Process: Detailed procedures for the transfer of management responsibilities
8. Rights and Obligations: Specific rights and obligations of each party during and after the transition
9. Financial Terms: Management fees, payment terms, and financial responsibilities
10. Employee Matters: Treatment of existing employees and management of employment relationships
11. Representations and Warranties: Standard and specific warranties from all parties
12. Confidentiality: Protection of confidential information during and after the transition
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Specific section on compliance with Philippine regulatory requirements - include if the target company operates in a regulated industry
2. Intellectual Property Rights: Detailed provisions regarding IP ownership and licensing - include if significant IP assets are involved
3. Non-Competition: Restrictions on competitive activities - include if there are specific competitive concerns
4. Performance Metrics: Specific performance targets and evaluation criteria - include if performance-based management is required
5. Insurance and Indemnification: Detailed insurance requirements and indemnification provisions - include for high-risk industries
6. Force Majeure: Provisions for unforeseen circumstances - include if operating in volatile environments or critical industries
7. Anti-Corruption Compliance: Specific anti-corruption provisions - include if dealing with government contracts or high-risk sectors
8. Environmental Compliance: Environmental obligations and commitments - include for industries with environmental impact
1. Schedule A - Assets and Facilities: Detailed list of assets and facilities under management
2. Schedule B - Key Personnel: List of key management positions and personnel involved in the transition
3. Schedule C - Service Level Agreements: Detailed performance metrics and service standards
4. Schedule D - Fee Structure: Detailed breakdown of management fees and payment terms
5. Schedule E - Transition Timeline: Detailed timeline for the management transition process
6. Schedule F - Required Permits and Licenses: List of all regulatory permits and licenses required for operation
7. Appendix 1 - Current Employee List: Complete list of current employees and their positions
8. Appendix 2 - Operating Procedures: Standard operating procedures and management protocols
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