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1. Parties: Identifies the contracting parties with their complete legal names, addresses, and registration details as per Philippine requirements
2. Background: Contextual information explaining the purpose of the agreement and the parties' intent to establish a vendor relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Agreement: Outlines the general framework for the vendor relationship and the types of goods/services covered
5. Ordering Process: Details the procedure for placing and accepting orders under the agreement
6. Pricing and Payment Terms: Specifies pricing mechanisms, payment terms, invoicing requirements, and related financial provisions
7. Delivery and Performance: Sets out requirements for delivery of goods or performance of services
8. Quality Standards: Establishes quality requirements and standards that must be met by the vendor
9. Warranties and Representations: Details warranties provided by the vendor and representations made by both parties
10. Compliance with Laws: Requires adherence to Philippine laws, including anti-corruption, data privacy, and industry-specific regulations
11. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property
12. Confidentiality: Protects confidential information exchanged during the relationship
13. Liability and Indemnification: Sets out liability limitations and indemnification obligations
14. Term and Termination: Specifies agreement duration and circumstances for termination
15. Dispute Resolution: Establishes procedures for resolving disputes, including Philippine law governance
16. General Provisions: Contains standard boilerplate clauses required under Philippine law
1. Insurance Requirements: Required when vendor activities involve significant risks requiring specific insurance coverage
2. Data Protection and Privacy: Necessary when vendor will handle personal or sensitive data subject to the Data Privacy Act
3. Business Continuity: Important for critical vendors whose disruption would significantly impact operations
4. Environmental Compliance: Required for vendors whose activities have environmental implications
5. Anti-Corruption Compliance: Detailed section needed for vendors dealing with government entities or high-risk activities
6. Import/Export Compliance: Required for vendors involved in international trade
7. Service Levels: Necessary when specific performance metrics need to be maintained
8. Security Requirements: Important when vendor requires access to secure facilities or systems
9. Subcontracting: Needed when vendor may need to engage subcontractors
1. Schedule A - Goods and Services Description: Detailed description of goods/services covered under the agreement
2. Schedule B - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule C - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule D - Technical Specifications: Detailed technical requirements for goods or services
5. Schedule E - Operational Procedures: Detailed procedures for day-to-day operations
6. Schedule F - Contact Details and Escalation Matrix: Key contact information and escalation procedures
7. Appendix 1 - Form of Purchase Order: Standard form for placing orders under the agreement
8. Appendix 2 - Compliance Certificates: Required compliance certifications and documentation
9. Appendix 3 - Insurance Requirements: Detailed insurance requirements and coverage levels
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