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1. Parties: Identifies the contracting parties with their complete legal names, addresses, and registration details
2. Background: Sets out the context of the agreement, including the parties' business nature and their intention to enter into a preferred partnership
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Appointment and Scope: Establishes the preferred partner relationship and defines its scope, including any territorial limitations
5. Term and Renewal: Specifies the initial duration of the agreement and conditions for renewal
6. Rights and Obligations: Details the specific rights granted and obligations assumed by each party under the partnership
7. Exclusivity Terms: Defines the nature and extent of exclusivity in the relationship, if any
8. Commercial Terms: Outlines the financial arrangements, pricing structures, and payment terms
9. Performance Standards: Sets the expected performance levels and quality standards to be maintained
10. Intellectual Property Rights: Addresses the ownership and usage rights of intellectual property in the partnership
11. Confidentiality: Establishes obligations regarding confidential information sharing and protection
12. Termination: Specifies circumstances and procedures for ending the agreement
13. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies jurisdiction for dispute resolution
14. General Provisions: Includes standard boilerplate clauses such as force majeure, notices, and entire agreement
1. Marketing and Promotion: Details marketing obligations and brand usage guidelines when the partnership involves joint marketing activities
2. Training and Support: Specifies training and support requirements when technical or operational support is part of the partnership
3. Data Protection: Additional provisions for compliance with data privacy laws when personal data processing is involved
4. Insurance: Insurance requirements and coverage obligations when specific risks need to be managed
5. Anti-Corruption: Specific anti-corruption provisions when dealing with government contracts or high-risk sectors
6. Change of Control: Procedures and rights in case of ownership changes when continuity of control is important
7. Service Levels: Detailed service level requirements when the partnership involves service delivery
8. Compliance with Laws: Specific regulatory compliance requirements for regulated industries
1. Schedule 1 - Commercial Terms: Detailed pricing structures, commission rates, and payment terms
2. Schedule 2 - Performance Metrics: Specific KPIs, targets, and measurement methodologies
3. Schedule 3 - Territory Definition: Detailed description of geographical areas covered by the agreement
4. Schedule 4 - Products/Services: Comprehensive list of products or services covered under the agreement
5. Schedule 5 - Brand Guidelines: Specific requirements for brand usage and marketing materials
6. Schedule 6 - Technical Requirements: Technical specifications or operational requirements
7. Appendix A - Contact Details: Key contact persons and escalation matrix
8. Appendix B - Required Forms: Standard forms and templates to be used during the partnership
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