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Agreement Between Manufacturer And Commission Agent for Philippines

Agreement Between Manufacturer And Commission Agent Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the relationship between a manufacturer and a commission agent. This document outlines the terms under which the agent will promote and sell the manufacturer's products in a specified territory, including commission structures, performance requirements, and operational procedures. The agreement incorporates relevant provisions from the Civil Code of the Philippines and the Code of Commerce, ensuring compliance with local agency and commercial laws while protecting both parties' interests in the commercial relationship.

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What is a Agreement Between Manufacturer And Commission Agent?

The Agreement Between Manufacturer And Commission Agent is a crucial document for businesses operating in the Philippines who wish to expand their sales and distribution networks through commission-based agents. This agreement is particularly relevant in the Philippine market where many manufacturers, both local and international, rely on commission agents to penetrate new markets or expand their existing presence. The document is structured to comply with Philippine commercial law, particularly the Civil Code provisions on agency (Articles 1868-1932) and the Code of Commerce regulations on commission agents. It typically includes detailed provisions on territory rights, commission structures, performance targets, and operational procedures, while also addressing important aspects such as intellectual property protection, confidentiality, and compliance with local regulations. This type of agreement is especially valuable when direct sales operations are not feasible or when local market expertise is required.

What sections should be included in a Agreement Between Manufacturer And Commission Agent?

1. Parties: Identification of the Manufacturer and Commission Agent with complete legal names and addresses

2. Background: Context of the agreement, brief description of both businesses, and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of the commission agent and detailed scope of authority

5. Territory and Products: Specification of geographical area and products covered by the agreement

6. Commission Structure: Detailed breakdown of commission rates, calculation methods, and payment terms

7. Rights and Obligations of the Agent: Comprehensive list of the agent's duties, responsibilities, and permitted activities

8. Rights and Obligations of the Manufacturer: Manufacturer's commitments, support provisions, and responsibilities

9. Sales Targets and Performance Standards: Minimum performance requirements and sales targets

10. Reporting and Accounting: Requirements for sales reports, financial records, and accounting procedures

11. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP

12. Confidentiality: Provisions for handling confidential information and trade secrets

13. Term and Termination: Duration of agreement and conditions for termination

14. Post-Termination Obligations: Duties and restrictions after agreement ends

15. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

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

What sections are optional to include in a Agreement Between Manufacturer And Commission Agent?

1. Non-Compete Clause: Restrictions on agent's ability to represent competing products (optional as may not be enforceable in all circumstances)

2. Insurance Requirements: Specific insurance coverage requirements for the agent (optional depending on risk profile)

3. Marketing and Promotion: Specific requirements for marketing activities and cost sharing (optional if not part of agent's duties)

4. Training and Support: Details of training programs and ongoing support (optional if not relevant to product complexity)

5. Inventory Management: Rules for handling inventory if agent maintains stock (optional if agent doesn't handle physical inventory)

6. Sub-Agents: Provisions allowing or prohibiting the appointment of sub-agents (optional based on business model)

7. Force Majeure: Provisions for unforeseen circumstances preventing performance (optional but recommended)

8. Data Protection: Specific provisions for handling customer data (optional if no personal data is processed)

What schedules should be included in a Agreement Between Manufacturer And Commission Agent?

1. Schedule 1 - Product List: Detailed list of products covered by the agreement with specifications

2. Schedule 2 - Commission Rates: Detailed commission structure including any variations by product or volume

3. Schedule 3 - Territory Description: Detailed description of geographical territory including any excluded areas

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

5. Schedule 5 - Reporting Ƶ: Standard forms for sales reports and other required documentation

6. Schedule 6 - Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters

7. Appendix A - Manufacturer's Trademarks: List of trademarks and usage guidelines

8. Appendix B - Confidentiality Agreement: Detailed confidentiality terms if separate from main agreement

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

Industrial Products

Electronics

Textiles

Food and Beverage

Pharmaceuticals

Automotive

Construction Materials

Agricultural Products

Chemical Products

Machinery and Equipment

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Compliance

Finance

Distribution

Channel Management

International Trade

Contract Administration

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Sales Operations Manager

Distribution Manager

Channel Manager

Regional Sales Manager

Compliance Officer

Managing Director

Chief Executive Officer

Commission Agent

Sales Representative

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

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