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Contingency Sales Agreement Template for Philippines

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Key Requirements PROMPT example:

Contingency Sales Agreement

"I need a Contingency Sales Agreement under Philippine law for the sale of manufacturing equipment worth ₱5 million, with the sale contingent on successful performance testing and regulatory approval, to be completed by March 2025."

Document background
The Contingency Sales Agreement is a crucial document used in Philippine business transactions where the completion of a sale depends on certain conditions being fulfilled. This type of agreement is commonly used in various scenarios, such as real estate transactions pending financing approval, business acquisitions subject to due diligence, or equipment sales contingent on performance testing. The document is structured to comply with Philippine Civil Code requirements and commercial law practices, providing a framework for conditional sales that protects both parties' interests. It includes detailed provisions about the subject matter of sale, purchase price, specific contingencies, timeframes, and the rights and obligations of all parties involved. The agreement is particularly important in the Philippine context as it helps manage risk in complex transactions by clearly defining the conditions that must be met before the sale becomes final and establishing procedures for both successful completion and potential failure of the contingencies.
Suggested Sections

1. Parties: Identifies and defines the seller and buyer with complete legal names and addresses

2. Background: Explains the context of the sale and the general intent of the parties to enter into a contingency sale arrangement

3. Definitions: Defines key terms used throughout the agreement, including specific contingencies and technical terms

4. Subject Matter of Sale: Detailed description of the property or goods being sold

5. Purchase Price: Specifies the agreed purchase price and payment terms

6. Contingency Conditions: Clearly outlines all contingencies that must be satisfied for the sale to proceed

7. Timeline and Deadlines: Specifies the timeframe for meeting contingencies and completing the sale

8. Rights and Obligations During Contingency Period: Details what each party can and cannot do while contingencies are pending

9. Completion Process: Steps to be taken once contingencies are met to complete the sale

10. Failure of Contingencies: Consequences and procedures if contingencies are not met

11. Representations and Warranties: Standard warranties about authority to sell, condition of goods, etc.

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law: Specifies Philippine law as governing law and relevant jurisdiction

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Financing Provisions: Include when the sale involves financing arrangements or installment payments

2. Due Diligence: Include when buyer needs to conduct investigations or verifications

3. Insurance Requirements: Include when specific insurance coverage is required during the contingency period

4. Broker Provisions: Include when real estate or other brokers are involved in the transaction

5. Assignment Rights: Include when either party may need to assign their rights under the agreement

6. Force Majeure: Include when specific provisions for unforeseen events are needed

7. Confidentiality: Include when transaction involves sensitive information

8. Third Party Rights: Include when third parties have interests or rights in the sale

Suggested Schedules

1. Schedule A - Property Description: Detailed description of the property or goods being sold

2. Schedule B - Purchase Price Breakdown: Itemized breakdown of the purchase price and payment schedule

3. Schedule C - Contingency Checklist: Detailed list of all contingencies and their verification requirements

4. Schedule D - Required Documents: List of documents required for closing

5. Schedule E - Due Diligence Requirements: Specific requirements and timeline for due diligence if applicable

6. Appendix 1 - Form of Notice: Standard forms for various notices required under the agreement

7. Appendix 2 - Completion Checklist: Checklist of items required for closing the sale

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



































Clauses






























Relevant Industries

Real Estate

Manufacturing

Retail

Agriculture

Technology

Construction

Automotive

Industrial Equipment

Import/Export

Professional Services

Relevant Teams

Legal

Sales

Procurement

Finance

Operations

Risk Management

Compliance

Business Development

Property Management

Commercial Operations

Relevant Roles

Sales Manager

Procurement Manager

Legal Counsel

Contract Administrator

Business Development Manager

Real Estate Agent

Chief Financial Officer

Commercial Director

Operations Manager

Risk Manager

Compliance Officer

Property 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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