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Agency Representation Agreement for Philippines

Agency Representation Agreement Template for Philippines

This Agency Representation Agreement is a comprehensive legal document governed by Philippine law, specifically structured to establish and regulate the relationship between a principal and their appointed agent or representative. The agreement complies with the Civil Code of the Philippines and relevant commercial regulations, outlining the scope of authority, territorial limitations, compensation structure, and obligations of both parties. It includes essential provisions for compliance with local agency laws, anti-corruption regulations, and commercial practices while providing mechanisms for dispute resolution under Philippine jurisdiction.

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What is a Agency Representation Agreement?

The Agency Representation Agreement serves as a crucial legal instrument in Philippine business operations, used when a company (Principal) needs to appoint another party (Agent) to act on its behalf in specified business matters. This document is essential for companies expanding their market presence through representatives, distributors, or sales agents in the Philippines. The agreement must comply with the Civil Code of the Philippines, particularly Book IV on Obligations and Contracts, and Title X on Agency. It typically includes comprehensive provisions on the scope of authority, territorial rights, compensation structures, performance expectations, and compliance requirements. This type of agreement is particularly important in the Philippine context due to the country's archipelagic nature and the common practice of using local representatives to conduct business across different regions.

What sections should be included in a Agency Representation Agreement?

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

2. Background: Context of the agreement, including the Principal's business nature and need for representation

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of the Agent and detailed scope of authorized representation

5. Territory: Geographical area where the Agent is authorized to represent the Principal

6. Agent's Rights and Obligations: Detailed responsibilities, duties, and rights of the Agent

7. Principal's Rights and Obligations: Detailed responsibilities, duties, and rights of the Principal

8. Compensation: Commission structure, payment terms, and reimbursement of expenses

9. Term and Termination: Duration of the agreement and conditions for termination

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

12. Intellectual Property: Rights and restrictions regarding use of Principal's IP

13. Indemnification: Mutual indemnification provisions and liability limitations

14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

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

What sections are optional to include in a Agency Representation Agreement?

1. Performance Targets: Specific sales or performance goals, used when the agency relationship is performance-based

2. Sub-Agents: Terms for appointment and management of sub-agents, included when sub-agency is permitted

3. Insurance Requirements: Specific insurance coverage requirements, important for high-risk representations

4. Marketing and Promotion: Guidelines for marketing activities, relevant when Agent handles promotional activities

5. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, essential when dealing with government or regulated sectors

6. Data Protection: Specific data handling requirements, necessary when personal data processing is involved

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

8. Training and Support: Details of training and support provided by Principal, important for technical products or services

What schedules should be included in a Agency Representation Agreement?

1. Schedule A - Commission Structure: Detailed breakdown of commission rates, calculation methods, and payment terms

2. Schedule B - Territory Map: Detailed map or description of the authorized territory

3. Schedule C - Products/Services: List of products or services the Agent is authorized to represent

4. Schedule D - Reporting Requirements: Ƶ and schedules for required reports

5. Schedule E - Performance Metrics: Detailed KPIs and measurement criteria

6. Appendix 1 - Power of Attorney: Formal power of attorney document if required

7. Appendix 2 - Standard Operating Procedures: Detailed procedures for common activities and transactions

8. Appendix 3 - Compliance Guidelines: Specific compliance requirements and procedures

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions









































Clauses










































Relevant Industries

Manufacturing

Consumer Goods

Retail

Technology

Pharmaceuticals

Real Estate

Construction

Automotive

Financial Services

Insurance

Telecommunications

Agriculture

Energy

Import/Export

Professional Services

Relevant Teams

Legal

Commercial

Business Development

Sales

Compliance

Operations

Risk Management

Corporate Affairs

Contract Administration

Regional Operations

Distribution

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Sales Director

Legal Counsel

Compliance Officer

Commercial Director

Operations Manager

Regional Manager

Distribution Manager

Agency Relations Manager

Contract Administrator

Risk Manager

Corporate Secretary

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

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