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The Consulting Subcontractor Agreement is essential for businesses operating in the Philippines that need to engage specialized consultants through a primary contractor. This arrangement is common in various industries where expertise needs to be sourced through established consulting firms. The document complies with Philippine legal requirements, including the Civil Code, Labor Code, and relevant DOLE regulations. It carefully establishes an independent contractor relationship while providing comprehensive terms for service delivery, payment, intellectual property rights, and confidentiality. The agreement is particularly important in the Philippine context where proper documentation of contractor relationships is crucial to avoid misclassification under labor laws. It serves both domestic and international businesses engaging in consulting arrangements within the Philippine jurisdiction.

1. Parties: Identifies the principal contractor and the subcontractor, including their complete legal names, addresses, and business registration details

2. Background: Explains the context of the agreement, including the principal contractor's main contract and the need for subcontracted services

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Services: Details the specific consulting services to be provided by the subcontractor

5. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated

6. Compensation and Payment Terms: Outlines fees, payment schedule, expenses, and invoicing requirements

7. Independent Contractor Relationship: Clearly establishes the nature of the relationship and disclaims any employer-employee relationship

8. Obligations of the Subcontractor: Lists the subcontractor's duties, responsibilities, and performance standards

9. Obligations of the Principal Contractor: Specifies what the principal contractor must provide or do to enable the subcontractor's work

10. Intellectual Property Rights: Addresses ownership and usage rights of work product and pre-existing IP

11. Confidentiality: Protects confidential information shared during the engagement

12. Representations and Warranties: States the assurances made by each party regarding their capacity and capabilities

13. Limitation of Liability: Sets boundaries on the parties' liability for various types of losses or damages

14. Insurance and Indemnification: Specifies required insurance coverage and indemnification obligations

15. General Provisions: Includes standard legal provisions such as governing law, notices, and amendments