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Professional Services Subcontractor Agreement for Philippines

Professional Services Subcontractor Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the relationship between a main contractor and a subcontractor for the provision of professional services. The document outlines the scope of services, payment terms, performance standards, and compliance requirements while ensuring adherence to Philippine labor and contract laws. It includes provisions for intellectual property protection, confidentiality, and dispute resolution mechanisms, all structured to comply with Philippine regulatory requirements including the Labor Code and Civil Code provisions regarding independent contractor relationships.

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Professional Services Subcontractor Agreement

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What is a Professional Services Subcontractor Agreement?

The Professional Services Subcontractor Agreement is essential for businesses operating in the Philippines that need to engage specialized professional service providers through a subcontracting arrangement. This document is particularly relevant when a main contractor needs to supplement their service delivery capabilities by engaging qualified professionals or firms as subcontractors. The agreement ensures compliance with Philippine regulations, including the Labor Code, Civil Code, and relevant Department Orders governing contracting relationships. It addresses key aspects such as service scope, payment terms, intellectual property rights, confidentiality, and regulatory compliance, while clearly establishing the independent contractor status of the subcontractor. This type of agreement is commonly used in various professional sectors including IT, consulting, engineering, and other technical services, where specialized expertise is required for project delivery.

What sections should be included in a Professional Services Subcontractor Agreement?

1. Parties: Identification of the main contractor and subcontractor, including their complete legal names, addresses, and registration details

2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of the professional services to be provided by the subcontractor

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

6. Compensation and Payment Terms: Fee structure, payment schedule, and invoicing requirements

7. Independent Contractor Status: Clear statement of subcontractor's status as an independent contractor, not an employee

8. Obligations and Responsibilities: Specific duties and responsibilities of both parties

9. Confidentiality: Protection of confidential information and trade secrets

10. Intellectual Property Rights: Ownership and rights to work products and pre-existing IP

11. Warranties and Representations: Guarantees made by both parties regarding their capacity and service quality

12. Compliance with Laws: Obligation to comply with Philippine laws, including labor and tax regulations

13. Indemnification: Protection against claims and losses

14. Dispute Resolution: Process for resolving disagreements under Philippine law

15. General Provisions: Standard clauses including notices, amendments, and governing law

What sections are optional to include in a Professional Services Subcontractor Agreement?

1. Non-Compete: Restrictions on competitive activities, used when subcontractor has access to sensitive information or clients

2. Insurance Requirements: Specific insurance coverage requirements, used for high-risk services or when required by the main contract

3. Performance Metrics: Specific KPIs and performance standards, used for measurable service deliverables

4. Equipment and Resources: Provisions regarding tools and resources, used when specific equipment or facilities are required

5. Security Requirements: IT and physical security requirements, used when handling sensitive data or accessing secure facilities

6. Force Majeure: Provisions for unforeseeable circumstances, particularly relevant in long-term or critical service agreements

7. Assignment and Subcontracting: Rights to further delegate work, used when there's potential for additional subcontracting

8. Training and Certification: Required qualifications and ongoing training, used for specialized professional services

What schedules should be included in a Professional Services Subcontractor Agreement?

1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and technical specifications

2. Schedule B - Fee Schedule: Detailed pricing, payment terms, and any performance-based incentives

3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards

4. Schedule D - Key Personnel: List of key team members and their qualifications

5. Schedule E - Compliance Requirements: Specific regulatory requirements and certifications needed

6. Appendix 1 - Required Forms: Standard forms for invoicing, reporting, and service acceptance

7. Appendix 2 - Insurance Requirements: Detailed insurance coverage requirements and certificates

8. Appendix 3 - Data Protection Protocol: Specific procedures for handling confidential information and personal data

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

抖阴视频

Cost

Free to use
Relevant legal definitions


































Clauses






































Relevant Industries

Information Technology

Management Consulting

Engineering Services

Healthcare Services

Financial Services

Legal Services

Architecture and Design

Business Process Outsourcing

Education and Training

Digital Marketing

Research and Development

Technical Consulting

Environmental Services

Professional Services

Creative Services

Relevant Teams

Legal

Procurement

Operations

Compliance

Human Resources

Finance

Project Management Office

Business Development

Risk Management

Vendor Management

Contract Administration

Relevant Roles

Contract Manager

Procurement Manager

Legal Counsel

Project Manager

Operations Director

Business Development Manager

Compliance Officer

Human Resources Manager

Risk Manager

Chief Financial Officer

Service Delivery Manager

Account Manager

Program Director

Vendor Manager

Department Head

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

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