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Exclusivity And Non Circumvention Agreement Template for Philippines

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Key Requirements PROMPT example:

Exclusivity And Non Circumvention Agreement

"I need an Exclusivity and Non-Circumvention Agreement for my technology distribution company in Manila, granting exclusive rights to a local distributor for selling our software products in the Philippines, with the agreement to commence on March 1, 2025."

Document background
The Exclusivity And Non Circumvention Agreement is essential in Philippine business relationships where parties need to protect their commercial interests and maintain exclusive arrangements. This document is particularly valuable when businesses share sensitive contacts, opportunities, or information that requires protection from unauthorized direct engagement. The agreement, governed by Philippine law including the Civil Code and Competition Act, typically includes detailed provisions on territorial rights, duration of exclusivity, protected relationships, and confidentiality obligations. It's commonly used in distribution arrangements, agency relationships, business development activities, and strategic partnerships where maintaining exclusive channels and protecting business relationships is crucial. The document must carefully balance the enforcement of exclusive rights with Philippine competition law requirements to ensure legal validity.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including their legal status and authority to enter into the agreement

2. Background: Context of the agreement, including the business relationship and purpose of the exclusive arrangement

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Exclusive Period', 'Territory', and 'Circumvention'

4. Scope of Exclusivity: Detailed description of the exclusive rights granted, including territory, products/services, and duration

5. Non-Circumvention Obligations: Specific obligations preventing parties from bypassing each other or dealing directly with protected relationships

6. Confidentiality Obligations: Requirements for handling and protecting confidential information shared between parties

7. Duration and Term: Period of the agreement, including start date, initial term, and renewal provisions

8. Representations and Warranties: Statements of fact and promises made by each party regarding their capacity and authority

9. Breach and Remedies: Consequences of breaching the agreement and available remedies, including damages and injunctive relief

10. Termination: Circumstances under which the agreement can be terminated and the consequences of termination

11. General Provisions: Standard contractual clauses including governing law, dispute resolution, and notices

Optional Sections

1. Performance Obligations: Specific targets or requirements that must be met to maintain exclusivity, used when the arrangement is performance-based

2. Commission Structure: Details of any commission or fee arrangements, included when the relationship involves intermediary services

3. Sub-Contracting Rights: Terms governing the ability to sub-contract obligations, included when relevant to the business model

4. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk arrangements

5. Data Protection: Specific provisions for handling personal data, included when personal data processing is involved

6. Intellectual Property Rights: Provisions regarding IP ownership and licensing, included when IP is relevant to the exclusive arrangement

Suggested Schedules

1. Schedule 1 - Exclusive Products/Services: Detailed list of products or services covered by the exclusivity arrangement

2. Schedule 2 - Territory Definition: Detailed description or map of the exclusive territory

3. Schedule 3 - Protected Relationships: List of protected clients, suppliers, or business relationships covered by non-circumvention

4. Schedule 4 - Commission Rates: Detailed breakdown of commission structures and payment terms, if applicable

5. Schedule 5 - Performance Metrics: Specific performance targets and measurement criteria, if applicable

6. Appendix A - Confidentiality Agreement: Detailed confidentiality terms and procedures

7. Appendix B - Reporting Templates: Standard forms for required performance or activity reporting

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

Manufacturing

Distribution

Retail

Technology

Real Estate

Financial Services

Professional Services

Healthcare

Energy

Telecommunications

Import/Export

Construction

Pharmaceutical

Agriculture

Maritime

Relevant Teams

Legal

Business Development

Commercial

Sales

Operations

Executive Leadership

Procurement

Compliance

Strategy

Channel Management

Relevant Roles

Chief Executive Officer

Business Development Manager

Commercial Director

Legal Counsel

Contracts Manager

Sales Director

Distribution Manager

Partnership Manager

Chief Operating Officer

Procurement Manager

General Manager

Regional Director

Channel Manager

Strategic Alliance Manager

Chief Legal Officer

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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