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The Broker Non-Circumvention Agreement is essential in the Philippine business environment where brokers play a crucial role in facilitating commercial transactions across various sectors. This document becomes necessary when brokers introduce parties for potential business dealings and need to protect their interests and commission rights. It is particularly relevant in the context of Philippine commercial law, which recognizes the importance of protecting business relationships and confidential information. The agreement typically includes detailed provisions on non-circumvention obligations, confidentiality requirements, commission structures, and dispute resolution mechanisms, all aligned with Philippine legal requirements including the Civil Code, Commercial Code, and specific industry regulations. It serves as a vital tool for brokers operating in the Philippines to maintain professional relationships and ensure fair compensation for their services.

1. Parties: Identifies and provides full details of all parties to the agreement, including their legal status and principal places of business

2. Background: Sets out the context of the agreement, including the broker's role and the nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Circumvention', 'Transaction', and 'Commission'

4. Scope of Agreement: Defines the specific business activities, territories, and transactions covered by the agreement

5. Non-Circumvention Obligations: Details the specific obligations to not bypass or exclude the broker from relevant transactions

6. Confidentiality Obligations: Specifies the duties regarding confidential information protection and permitted uses

7. Commission Structure: Outlines the broker's compensation terms and payment conditions

8. Term and Termination: Specifies the duration of the agreement and conditions for termination

9. Representations and Warranties: States the parties' assertions about their capacity and authority to enter into the agreement

10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for dispute resolution

11. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability