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Foreign Investment Agreement Template for Philippines

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Key Requirements PROMPT example:

Foreign Investment Agreement

"I need a Foreign Investment Agreement for a Japanese technology company investing $50 million in a Philippine software development company, with the deal expected to close by March 2025, including provisions for technology transfer and intellectual property protection."

Document background
The Foreign Investment Agreement is a crucial document used when a foreign entity plans to invest in or establish a business presence in the Philippines. This agreement is essential for compliance with Philippine foreign investment laws, including the Foreign Investments Act of 1991, the Corporation Code, and various sector-specific regulations. It outlines the investment structure, ownership arrangements, management rights, and operational parameters while addressing regulatory requirements such as foreign ownership restrictions, capital requirements, and investment incentives. The document is particularly important in sectors where foreign investment is regulated or restricted under Philippine law, and typically includes provisions for corporate governance, profit repatriation, technology transfer, and dispute resolution mechanisms specific to international investments in the Philippines.
Suggested Sections

1. Parties: Identification of the foreign investor and local entity/partner

2. Background: Context of the investment and brief description of the parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Investment Structure: Details of the investment amount, phases, and ownership structure

5. Regulatory Compliance: Compliance with Philippine foreign investment laws and regulations

6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

7. Capital Structure and Funding: Details of capitalization, funding mechanisms, and capital calls

8. Corporate Governance: Management structure, voting rights, and decision-making processes

9. Representations and Warranties: Standard and specific representations by all parties

10. Covenants: Ongoing obligations of the parties

11. Anti-Corruption Compliance: Compliance with anti-corruption laws and AMLA requirements

12. Termination: Circumstances and procedures for termination

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Special Economic Zone Provisions: Include when investment is in special economic zones with specific requirements and incentives

2. Technology Transfer: Include when the investment involves transfer of technical knowledge or intellectual property

3. Employment and Labor: Include detailed employment terms when the investment involves significant hiring of local workforce

4. Environmental Compliance: Include for investments in industries with environmental impact

5. Export Commitments: Include when investment involves export obligations or targets

6. Indigenous Peoples Rights: Include when investment affects areas with indigenous peoples

7. Land Use Rights: Include when investment involves land acquisition or lease

8. Government Incentives: Include when specific government incentives or tax benefits are part of the investment

9. Competition Compliance: Include detailed competition provisions when investment affects market competition

Suggested Schedules

1. Investment Plan: Detailed business plan and investment timeline

2. Capital Structure: Detailed breakdown of shareholding and capital structure

3. Required Permits and Licenses: List of all required governmental approvals and their status

4. Properties and Assets: List of properties, assets, and facilities involved in the investment

5. Key Personnel: Details of key management positions and appointments

6. Technical Specifications: Technical details of any technology or specialized equipment involved

7. Environmental Impact Assessment: Environmental impact studies and mitigation plans if required

8. Financial Projections: Detailed financial forecasts and assumptions

9. Form of Shareholders Agreement: Draft shareholders agreement if applicable

10. Corporate Documents: Relevant corporate documents and certificates

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

Manufacturing

Technology and IT Services

Business Process Outsourcing

Renewable Energy

Infrastructure Development

Agriculture and Food Processing

Tourism and Hospitality

Healthcare and Pharmaceuticals

Real Estate Development

Financial Services

Retail and Distribution

Mining and Natural Resources

Transportation and Logistics

Education Services

Green Technology

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Risk Management

Operations

Strategy

Regulatory Affairs

Corporate Secretariat

Business Development

International Relations

Government Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Chief Investment Officer

Corporate Secretary

Investment Director

Legal Counsel

Compliance Officer

Business Development Director

Country Manager

Managing Director

Investment Manager

Regulatory Affairs Manager

Corporate Development Manager

Finance Director

Risk Manager

Operations Director

Strategy Director

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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