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Partnership Framework Agreement for Philippines

Partnership Framework Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that establishes the framework for a business partnership between two or more parties. This agreement outlines the essential elements of the partnership relationship, including capital contributions, profit sharing, management structure, and operational procedures. It complies with the Civil Code of the Philippines and related regulations while providing flexibility for various business arrangements. The document serves as the foundational agreement for both domestic and international partnerships, incorporating necessary provisions for regulatory compliance, dispute resolution, and partnership governance.

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What is a Partnership Framework Agreement?

The Partnership Framework Agreement is a crucial document for businesses seeking to establish formal collaborative relationships in the Philippines. It serves as the primary instrument for defining the terms and conditions of a partnership, ensuring compliance with Philippine partnership laws, particularly the Civil Code of the Philippines and related regulations. This document is essential when parties wish to create a structured partnership arrangement that outlines capital contributions, profit-sharing mechanisms, management responsibilities, and operational procedures. It's particularly valuable for both domestic and international partnerships, providing necessary provisions for various business scenarios while incorporating regulatory requirements specific to the Philippine jurisdiction. The agreement's flexibility allows it to be adapted for different partnership scales, from small business collaborations to large-scale joint ventures, while maintaining legal compliance and protecting all parties' interests.

What sections should be included in a Partnership Framework Agreement?

1. Parties: Identification and details of all partner entities entering into the agreement

2. Background: Context of the partnership, including the business purpose and objectives

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

4. Partnership Structure: Legal form of the partnership, classification under Philippine law, and ownership structure

5. Capital Contributions: Initial and subsequent capital contributions, valuation methods, and timing

6. Profit and Loss Sharing: Distribution of profits and allocation of losses among partners

7. Management and Control: Decision-making processes, voting rights, and management structure

8. Rights and Obligations: Detailed responsibilities and rights of each partner

9. Business Operations: Day-to-day operational procedures and business management

10. Financial Management: Banking, accounting practices, and financial reporting requirements

11. Term and Termination: Duration of partnership and conditions for termination

12. Dispute Resolution: Procedures for resolving conflicts between partners

13. Governing Law: Confirmation of Philippine law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Partnership Framework Agreement?

1. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation, used when partners have existing businesses or market presence

2. Intellectual Property Rights: IP ownership and usage rights, included when the partnership involves creation or use of intellectual property

3. Foreign Investment Provisions: Special provisions required under the Foreign Investments Act, needed when foreign partners are involved

4. Exit Mechanisms: Detailed procedures for partner exit, buy-out options, and valuation methods, useful for larger partnerships

5. Insurance Requirements: Mandatory insurance coverage and liability protection, important for high-risk businesses

6. Environmental Compliance: Environmental obligations and commitments, necessary for partnerships in industries with environmental impact

7. Anti-Corruption Compliance: Anti-bribery and corruption provisions, essential for international partnerships or government contracts

What schedules should be included in a Partnership Framework Agreement?

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuations

2. Schedule 2 - Business Plan: Initial business plan and strategic objectives of the partnership

3. Schedule 3 - Partner Information: Detailed information about each partner, including contact details and representatives

4. Schedule 4 - Management Structure: Organizational chart and management roles

5. Schedule 5 - Financial Procedures: Detailed financial processes, reporting templates, and accounting policies

6. Schedule 6 - Key Performance Indicators: Metrics for measuring partnership performance

7. Appendix A - Required Authorizations: List of necessary permits, licenses, and regulatory approvals

8. Appendix B - Form of Partner Resolution: Template for partner resolutions and voting procedures

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 Software

Manufacturing

Professional Services

Retail and Distribution

Real Estate and Construction

Agriculture and Food Production

Healthcare and Pharmaceuticals

Financial Services

Education and Training

Tourism and Hospitality

Energy and Utilities

Media and Entertainment

Logistics and Transportation

Environmental Services

Relevant Teams

Legal

Corporate Affairs

Business Development

Finance

Operations

Compliance

Risk Management

Strategy

Investment

International Relations

Partnerships

Corporate Governance

Relevant Roles

Chief Executive Officer

Managing Partner

Business Development Director

Legal Counsel

Chief Financial Officer

Operations Director

Investment Manager

Compliance Officer

Partnership Manager

Corporate Secretary

Strategy Director

Risk Manager

General Counsel

Business Owner

Entrepreneurship Lead

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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