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Non Exclusive Reseller Agreement for Philippines

Non Exclusive Reseller Agreement Template for Philippines

This document establishes a non-exclusive reseller relationship under Philippine law, allowing a reseller to market and sell specified products while protecting the supplier's interests. It addresses key aspects including territorial rights, pricing structures, intellectual property protection, and compliance with Philippine regulations such as the Civil Code and Competition Act. The agreement provides flexibility for multiple resellers in the same territory while establishing clear operational guidelines, performance expectations, and quality standards for the reseller's activities.

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What is a Non Exclusive Reseller Agreement?

The Non-Exclusive Reseller Agreement is essential for businesses looking to expand their distribution network in the Philippines while maintaining control over their product distribution. This document is particularly relevant in today's competitive market where suppliers often need multiple resellers to maximize market reach. The agreement, governed by Philippine law, includes comprehensive provisions for product distribution rights, pricing mechanisms, quality control, and compliance with local regulations. It's designed to protect both parties' interests while ensuring flexibility in distribution strategy. The non-exclusive nature allows suppliers to appoint multiple resellers in the same territory, fostering healthy competition and broader market coverage. This agreement type is commonly used across various industries and is structured to comply with Philippine legal requirements, including the Civil Code, Competition Act, and relevant commercial regulations.

What sections should be included in a Non Exclusive Reseller Agreement?

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

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the reseller arrangement

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

4. Appointment and Territory: Terms of non-exclusive appointment and defined territory for resale activities

5. Rights and Obligations of Reseller: Detailed responsibilities, sales targets, marketing requirements, and service standards

6. Rights and Obligations of Supplier: Supplier's commitments regarding product supply, support, and training

7. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

8. Prices and Payment Terms: Pricing structure, payment conditions, and any volume-based discounts

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP, including restrictions

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Post-Termination Obligations: Responsibilities and restrictions after agreement ends

13. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

What sections are optional to include in a Non Exclusive Reseller Agreement?

1. Minimum Purchase Requirements: Include when supplier wants to establish specific sales targets or minimum order quantities

2. Marketing and Promotion: Include when specific marketing requirements or cooperative advertising programs are needed

3. Training and Support: Include when technical products require specific training or ongoing support

4. Product Warranty: Include when specific warranty terms need to be passed through to end customers

5. E-commerce Provisions: Include when online sales are permitted or restricted

6. Data Protection: Include when parties will exchange or process personal data

7. Non-Competition: Include when restrictions on competing products are desired

8. Insurance Requirements: Include when specific insurance coverage is required

9. Audit Rights: Include when supplier needs right to audit reseller's compliance

What schedules should be included in a Non Exclusive Reseller Agreement?

1. Schedule A - Products: List of approved products for resale, including specifications and prices

2. Schedule B - Territory: Detailed description of authorized sales territory, including any excluded areas

3. Schedule C - Minimum Purchase Quantities: Specific targets and minimum order requirements if applicable

4. Schedule D - Price List: Detailed pricing structure, including discounts and special terms

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

6. Schedule F - Service Level Requirements: Detailed service standards and performance metrics

7. Appendix 1 - Reporting Templates: Standard forms for sales reports and other required reporting

8. Appendix 2 - Technical Requirements: Technical specifications and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





























Clauses




































Relevant Industries

Technology and Electronics

Consumer Goods

Industrial Equipment

Automotive Parts

Healthcare Products

Software and Digital Products

Telecommunications

Construction Materials

Food and Beverage

Pharmaceutical Products

Agricultural Products

Fashion and Apparel

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Supply Chain

Compliance

Distribution

Channel Management

Product Management

Marketing

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Channel Manager

Distribution Manager

Legal Counsel

Contracts Manager

Operations Manager

Supply Chain Manager

Compliance Officer

Regional Sales Manager

Product Manager

Marketing Director

Chief Commercial Officer

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

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