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The General Terms Agreement serves as a foundational document for establishing and managing ongoing commercial relationships between business entities in the Philippines. It is typically used when parties anticipate multiple transactions or a continuing business relationship and want to avoid negotiating terms for each individual transaction. This document incorporates requirements from Philippine commercial law, including the Civil Code, E-commerce Act, and Data Privacy Act, providing a comprehensive framework for business operations. The agreement is structured to accommodate various business scenarios through supplementary schedules while maintaining consistent core terms. It is particularly valuable for businesses seeking to standardize their commercial relationships while ensuring compliance with Philippine legal requirements and business practices.

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details as required under Philippine law

2. Background: Context of the agreement and the business relationship between the parties

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

4. Scope of Agreement: Overview of the products/services covered and general nature of the business relationship

5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances

6. Rights and Obligations: Core responsibilities and rights of each party under the agreement

7. Payment Terms: Pricing, payment methods, schedules, and related financial terms

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Privacy and Protection: Compliance with the Data Privacy Act of 2012 and related data handling requirements

10. Warranties and Representations: Standard warranties and representations of each party

11. Limitation of Liability: Limitations on liability and damage caps

12. Force Majeure: Provisions for unforeseen circumstances preventing performance

13. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue

14. Governing Law: Specification of Philippine law as governing law

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments