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Sole Distributor Agreement for Philippines

Sole Distributor Agreement Template for Philippines

This document establishes an exclusive distribution relationship between a supplier/manufacturer and a distributor in the Philippines, granting the distributor sole rights to sell and distribute specified products within a defined territory. The agreement is governed by Philippine law and incorporates key provisions from the Civil Code of the Philippines, Philippine Competition Act, and relevant commercial regulations. It details the rights, obligations, and commercial terms between parties, including exclusivity provisions, performance requirements, territory restrictions, and compliance with local distribution laws.

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What is a Sole Distributor Agreement?

The Sole Distributor Agreement is a crucial commercial contract used when a supplier wishes to grant exclusive distribution rights to a single entity within the Philippines or a specified territory thereof. This document is particularly important in the Philippine market, where establishing strong distribution channels is essential for market penetration and growth. The agreement must comply with Philippine competition laws, particularly regarding territorial restrictions and exclusive dealing arrangements. It typically includes detailed provisions on product supply, pricing, performance targets, marketing obligations, and termination rights, while ensuring compliance with local commercial regulations and the Civil Code of the Philippines. This type of agreement is commonly used when suppliers want to maintain control over their product distribution while leveraging a local distributor's market knowledge and established networks.

What sections should be included in a Sole Distributor Agreement?

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Appointment and Territory: Terms of appointment as sole distributor and definition of the territorial scope

5. Rights and Obligations of the Distributor: Comprehensive listing of distributor's duties, responsibilities, and rights

6. Rights and Obligations of the Supplier: Detailed outline of supplier's commitments, support, and responsibilities

7. Product Specifications and Orders: Process for ordering, minimum purchase requirements, and product specifications

8. Prices and Payment Terms: Pricing structure, payment conditions, and any price adjustment mechanisms

9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

10. Confidentiality: Provisions for protecting confidential information of both parties

11. Term and Termination: Duration of agreement, renewal terms, and termination conditions

12. Post-Termination Obligations: Rights and obligations of parties after agreement termination

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details

14. Entire Agreement: Standard boilerplate confirming this as the complete agreement between parties

What sections are optional to include in a Sole Distributor Agreement?

1. Performance Targets: Specific sales targets and performance metrics, used when supplier wants to ensure minimum performance levels

2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, included when specific marketing requirements exist

3. Training Requirements: Requirements for staff training and product knowledge, important for technical or complex products

4. After-Sales Service: Requirements for maintenance and support services, crucial for technical products or when customer service is key

5. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk products

6. Anti-Corruption Compliance: Detailed anti-corruption provisions, particularly important when dealing with government contracts or regulated industries

7. Data Protection: Specific provisions for handling customer data, necessary when personal data processing is involved

8. Force Majeure: Detailed provisions for handling unforeseen circumstances, particularly relevant in long-term agreements

What schedules should be included in a Sole Distributor Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description of the geographic territory, including any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Specific quantity commitments and timeline for purchases

4. Schedule 4 - Performance Targets: Detailed sales targets and performance metrics

5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards for product handling

6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding

7. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns

8. Appendix B - Service Level Agreement: Specific metrics for service quality and response times

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

Jurisdiction

Philippines

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions









































Clauses









































Relevant Industries

Consumer Goods

Electronics and Technology

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Fashion and Apparel

Cosmetics and Personal Care

Medical Devices

Construction Materials

Agricultural Products

Telecommunications Equipment

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Supply Chain

Procurement

Compliance

Finance

International Trade

Distribution

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Distribution Manager

Supply Chain Manager

Operations Director

Country Manager

General Manager

Procurement Manager

Commercial Operations Manager

Regional Sales 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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