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Simple Exclusivity Agreement Template for Philippines

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Key Requirements PROMPT example:

Simple Exclusivity Agreement

"I need a Simple Exclusivity Agreement for appointing an exclusive distributor of our automotive parts in Metro Manila, Philippines, starting January 2025, with minimum purchase requirements and a three-year term."

Document background
The Simple Exclusivity Agreement is a fundamental commercial contract used in the Philippines when parties wish to establish an exclusive business relationship. This document is particularly relevant when a party needs to grant exclusive rights for distribution, sales, manufacturing, or service provision within a specific territory or for particular products/services. The agreement must comply with Philippine legislation, including the Civil Code and Competition Act, making it essential to carefully define the scope of exclusivity to avoid anti-competitive practices. It typically includes provisions for the duration of exclusivity, territorial limitations, performance requirements, and termination conditions. This type of agreement is commonly used in distribution arrangements, franchise relationships, and technology licensing, providing legal protection while fostering business growth through exclusive partnerships.
Suggested Sections

1. Parties: Identification of the parties entering into the exclusivity agreement, including their full legal names, addresses, and company registration details if applicable

2. Background: Context of the agreement, describing the business relationship and purpose of the exclusivity arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including the scope of exclusivity, territory, and products/services covered

4. Grant of Exclusivity: Clear statement of the exclusive rights being granted, including the scope and nature of the exclusivity

5. Term and Duration: The period for which the exclusivity agreement will be in effect, including start date and duration

6. Obligations of the Parties: Key responsibilities and commitments of each party under the exclusivity arrangement

7. Territory: Geographic area where the exclusivity applies

8. Termination: Circumstances under which the agreement can be terminated and the process for termination

9. Governing Law and Jurisdiction: Specification that Philippine law governs the agreement and designation of jurisdiction for dispute resolution

10. Entire Agreement: Standard clause confirming that this document represents the complete agreement between the parties

Optional Sections

1. Non-Compete Provisions: Additional restrictions on competition, used when broader protection is needed beyond basic exclusivity

2. Performance Requirements: Specific targets or minimum performance standards that must be met to maintain exclusivity

3. Intellectual Property Rights: Provisions regarding the use and protection of IP, needed when the exclusive relationship involves branded products or proprietary information

4. Confidentiality: Provisions for protecting confidential information, used when sensitive business information will be shared

5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term exclusive arrangements

6. Assignment and Sub-contracting: Rules about transferring rights or obligations, needed when flexibility in business structure might be required

7. Dispute Resolution: Detailed procedures for resolving disputes, including potential mediation or arbitration provisions

8. Insurance and Indemnity: Requirements for insurance coverage and indemnification obligations, used in higher-risk arrangements

Suggested Schedules

1. Schedule 1: Products or Services: Detailed list of products or services covered by the exclusivity agreement

2. Schedule 2: Territory Definition: Detailed description or map of the geographic territory covered by the exclusivity

3. Schedule 3: Performance Metrics: Specific performance indicators or targets, if applicable

4. Schedule 4: Fee Schedule: Details of any fees, royalties, or financial arrangements related to the exclusivity

5. Appendix A: Contact Details: Key contact persons and their details for both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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

Retail

Manufacturing

Distribution & Logistics

Consumer Goods

Technology

Pharmaceuticals

Automotive

Real Estate

Food & Beverage

Entertainment

Fashion & Apparel

Electronics

Professional Services

Telecommunications

Relevant Teams

Legal

Commercial

Business Development

Sales

Procurement

Operations

Compliance

Corporate Affairs

Strategy

Distribution

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Director

Procurement Manager

Operations Manager

General Manager

Country Manager

Distribution Manager

Franchise Manager

Legal Director

Chief Commercial Officer

Partnership Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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