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The Import Agency Agreement is a crucial document for foreign companies seeking to establish a presence in the Philippine market through a local representative. This agreement is particularly important given the Philippines' complex import regulations and requirements for foreign businesses. It defines the relationship between a foreign principal and a Philippine-based agent who will handle import operations, market development, and regulatory compliance. The document typically includes detailed provisions on product specifications, territorial rights, commission structures, regulatory compliance requirements, and dispute resolution mechanisms. It's essential for ensuring compliance with Philippine laws including the Civil Code, Customs Modernization and Tariff Act, and Foreign Investments Act. The agreement is commonly used when foreign companies want to leverage local expertise and networks without establishing their own entity in the Philippines, while maintaining control over their brand and product distribution.

1. Parties: Identification of the Principal (foreign supplier/manufacturer) and the Agent in the Philippines, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including the Principal's business, desire to enter the Philippine market, and the Agent's capability to represent the Principal

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Territory: Formal appointment of the Agent, specification of territorial scope within the Philippines, and exclusivity status

5. Duration and Renewal: Term of the agreement, commencement date, and conditions for renewal

6. Agent's Rights and Obligations: Detailed responsibilities including market development, customer service, import documentation, regulatory compliance

7. Principal's Rights and Obligations: Principal's commitments regarding product supply, support, training, and information provision

8. Financial Terms: Commission structure, payment terms, currency, and handling of expenses

9. Import and Customs Requirements: Responsibilities for import licenses, permits, customs clearance, and compliance with Philippine regulations

10. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the agreement term

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Post-Termination Obligations: Obligations surviving termination, including confidentiality and settlement of accounts

14. Governing Law and Dispute Resolution: Application of Philippine law and dispute resolution mechanisms

15. General Provisions: Standard clauses including force majeure, notices, amendments, and entire agreement