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The Management Agreement Between Two Companies is a crucial document used in the Philippine business environment when one company seeks to engage another for professional management services. This agreement is particularly relevant in scenarios where specialized expertise, operational efficiency, or strategic management capabilities are required but hiring internal personnel is not preferred. The document, governed by Philippine law and compliant with the Revised Corporation Code, sets out comprehensive terms covering service scope, performance standards, fee structures, and operational parameters. It's commonly used in various scenarios including business turnarounds, expansion projects, or when companies seek to benefit from professional management expertise without full acquisition or merger. The agreement includes essential provisions for protecting both parties' interests while ensuring compliance with local regulatory requirements and business practices.

1. Parties: Identifies the contracting companies with their full legal names, registration details, and addresses

2. Background: Sets out the context of the agreement, including the business purpose and relationship between the parties

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

4. Appointment and Scope: Establishes the appointment of the management company and outlines the scope of management services

5. Term and Termination: Specifies the duration of the agreement and circumstances for termination

6. Management Services: Detailed description of the management services to be provided

7. Fees and Payment Terms: Specifies management fees, payment schedule, and payment methods

8. Obligations of the Manager: Details the responsibilities and duties of the managing company

9. Obligations of the Client: Outlines the responsibilities of the company receiving management services

10. Performance Standards: Establishes key performance indicators and service levels

11. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property

12. Confidentiality: Provisions for protecting confidential information

13. Liability and Indemnification: Sets out liability limitations and indemnification obligations

14. Force Majeure: Addresses unforeseen circumstances preventing performance

15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments