Customer List Purchase Agreement

Customer List Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

"I need a Customer List Purchase Agreement for my retail company to acquire a database of 50,000 active customers from a competing business that's closing down in Manila, with specific provisions for handling sensitive personal information and payment in installments over 6 months starting March 2025."

Document background

The Customer List Purchase Agreement is essential for businesses operating in the Philippines who wish to legally transfer customer information as part of a business transaction. This document is particularly relevant when companies are selling their customer databases, during partial business acquisitions, or in scenarios where customer information is being monetized. It must comply with the Philippine Data Privacy Act of 2012 and related regulations, ensuring proper handling of personal information while protecting commercial interests. The agreement typically includes comprehensive details about the customer data being transferred, permitted uses, privacy protections, and ongoing obligations of both parties. It's commonly used in business expansions, market entry strategies, or when companies are looking to expand their customer base through acquisition rather than organic growth.

Suggested Sections

1. Parties: Identifies and provides details of the seller and purchaser

2. Background: Context of the transaction and brief description of the customer list being sold

3. Definitions: Defines key terms used throughout the agreement, including 'Customer List', 'Confidential Information', 'Personal Data'

4. Sale and Purchase: Core transaction terms including what is being sold and purchase price

5. Delivery and Format: Specifies how and when the customer list will be transferred

6. Payment Terms: Details of payment amount, method, and timing

7. Warranties and Representations: Seller's warranties regarding ownership, accuracy, and legal compliance of the customer list

8. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and related obligations

9. Confidentiality: Obligations to maintain confidentiality of the customer list and transaction

10. Use Restrictions: Limitations on how the purchased customer list may be used

11. Indemnification: Parties' obligations to indemnify for breaches or claims

12. Term and Termination: Duration of ongoing obligations and termination rights

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

Optional Sections

1. Transition Services: Required when seller needs to provide support in transferring or using the customer list

2. Non-Competition: Used when seller should be restricted from competing for the same customers

3. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

4. Data Migration: Needed for complex technical transfers of customer data

5. Customer Notification: Include when customers must be informed of the transfer

6. Third Party Consents: Required when transfer requires approval from third parties

7. Integration Services: Used when technical assistance is needed to integrate data into buyer's systems

Suggested Schedules

1. Schedule A - Customer List Description: Detailed description of the customer list contents and format

2. Schedule B - Purchase Price: Breakdown of purchase price and payment schedule if complex

3. Schedule C - Data Fields: Specific fields and data points included in the customer list

4. Schedule D - Transfer Protocol: Technical specifications for data transfer

5. Schedule E - Warranty Exceptions: Any specific exceptions to the warranties provided

6. Appendix 1 - Data Processing Agreement: Detailed terms for handling personal data in compliance with privacy laws

7. Appendix 2 - Security Requirements: Security measures required for data transfer and storage

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Retail

E-commerce

Financial Services

Insurance

Telecommunications

Professional Services

Healthcare

Real Estate

Marketing Services

Technology

Manufacturing

Distribution

Relevant Teams

Legal

Compliance

Sales

Marketing

Information Technology

Data Management

Business Development

Risk Management

Finance

Operations

Information Security

Customer Relations

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Marketing Officer

Data Protection Officer

Legal Counsel

Compliance Manager

Sales Director

Business Development Manager

Marketing Manager

Database Administrator

Privacy Officer

Commercial Director

Operations Manager

Risk Manager

Information Security Officer

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