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Client Exclusivity Agreement Template for Philippines

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Key Requirements PROMPT example:

Client Exclusivity Agreement

"I need a Client Exclusivity Agreement for my software development company based in Manila, establishing a 2-year exclusive arrangement with a telecommunications client, starting from March 1, 2025, with specific performance metrics and quarterly review provisions."

Document background
The Client Exclusivity Agreement is essential for businesses operating in the Philippines seeking to establish protected, exclusive commercial relationships. This document is particularly valuable when a service provider wishes to secure a dedicated client relationship, or when a client requires guaranteed access to specific services or products. The agreement must comply with Philippine competition laws, particularly the Philippine Competition Act (Republic Act No. 10667), while effectively protecting both parties' commercial interests. It typically includes detailed provisions on exclusivity scope, territorial restrictions, performance standards, and commercial terms. The document is commonly used in situations requiring long-term business commitments, market protection, or strategic partnerships, and should be carefully drafted to ensure enforceability under Philippine law while maintaining commercial flexibility.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their legal names, addresses, and company registration details

2. Background: Context of the agreement, establishing the business relationship and purpose of the exclusivity arrangement

3. Definitions: Key terms used throughout the agreement, including specific definitions of services, territory, and exclusivity

4. Scope of Exclusivity: Detailed description of the exclusive arrangement, including specific services, products, or business activities covered

5. Duration: Term of the agreement, including commencement date and initial period

6. Obligations of the Provider: Provider's commitments, including service delivery and maintaining exclusivity

7. Obligations of the Client: Client's commitments, including minimum purchase requirements if applicable

8. Payment Terms: Financial arrangements, including fees, payment schedules, and any minimum commitments

9. Termination: Circumstances under which either party may terminate the agreement and the process for doing so

10. Confidentiality: Protection of confidential information exchanged during the business relationship

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Performance Metrics: Include when specific performance standards or KPIs are essential to the exclusivity arrangement

2. Territory Restrictions: Include when the exclusivity is limited to specific geographic areas or markets

3. Non-Solicitation: Include when there's a need to prevent either party from soliciting the other's employees or clients

4. Change of Control: Include when the agreement should address potential ownership changes of either party

5. Force Majeure: Include when specific provisions for unforeseen circumstances affecting performance are needed

6. Insurance Requirements: Include when specific insurance coverage is required for the relationship

7. Data Protection: Include when personal data processing is involved in the business relationship

Suggested Schedules

1. Schedule A - Services Description: Detailed description of services or products covered by the exclusivity agreement

2. Schedule B - Territory Definition: Detailed description of geographic areas or markets covered by the exclusivity

3. Schedule C - Fee Schedule: Detailed breakdown of fees, charges, and payment terms

4. Schedule D - Performance Standards: Specific KPIs or performance metrics if applicable

5. Appendix 1 - Contact Details: Key contact persons and their details for both parties

6. Appendix 2 - Reporting Requirements: Templates and schedules for required business reports

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

Relevant legal definitions



























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Relevant Industries

Professional Services

Technology and Software

Manufacturing

Distribution and Retail

Healthcare

Financial Services

Telecommunications

Construction and Engineering

Media and Entertainment

Consulting Services

Energy and Utilities

Logistics and Supply Chain

Relevant Teams

Legal

Commercial

Business Development

Sales

Procurement

Operations

Compliance

Contract Administration

Strategic Partnerships

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Commercial Director

Business Development Manager

Procurement Manager

Legal Counsel

Contract Manager

Sales Director

Operations Director

Chief Commercial Officer

Strategic Partnerships Manager

Account Executive

Chief Legal Officer

Vendor Management Specialist

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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