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Sales Partner Agreement for Philippines

Sales Partner Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the relationship between a principal company and its sales partner. The document outlines the terms and conditions under which the sales partner will promote and sell the principal's products or services within a defined territory in the Philippines. It addresses key aspects including appointment terms, territory rights, commission structures, performance expectations, and compliance with local Philippine regulations, while protecting both parties' interests through clear delineation of rights and obligations.

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What is a Sales Partner Agreement?

The Sales Partner Agreement is a crucial document for businesses operating in the Philippines who wish to expand their sales reach through partnership arrangements. This agreement is particularly relevant when a company (the principal) wants to engage another party (the sales partner) to promote and sell their products or services in specific Philippine territories without creating an employer-employee relationship. The document comprehensively covers essential elements such as territory definitions, commission structures, performance metrics, and compliance requirements with Philippine commercial laws. It's designed to protect both parties' interests while ensuring alignment with local regulatory requirements, including the Civil Code of the Philippines and relevant commercial regulations. The agreement is especially important for foreign companies entering the Philippine market or local companies expanding their distribution networks through partner arrangements.

What sections should be included in a Sales Partner Agreement?

1. Parties: Identification of the principal company and the sales partner, including their complete legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of both parties' businesses, and the purpose of entering into the sales partnership

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Customers, etc.

4. Appointment and Territory: Formal appointment of the sales partner, definition of the geographic territory, and any exclusivity provisions

5. Rights and Obligations of Sales Partner: Detailed responsibilities including sales targets, customer service, reporting requirements, and compliance obligations

6. Rights and Obligations of Principal: Principal's commitments including product supply, support, training, and marketing assistance

7. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

8. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP owned by the principal

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

11. Post-Termination Obligations: Obligations and restrictions that survive after agreement termination

12. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

13. General Provisions: Standard clauses including force majeure, notices, assignment, and entire agreement

What sections are optional to include in a Sales Partner Agreement?

1. Non-Compete: Restrictions on competing activities, used when the sales partner has access to sensitive information or significant market influence

2. Product Training: Detailed training requirements and procedures, included when products require technical knowledge

3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements, used when joint marketing activities are planned

4. Customer Data Protection: Detailed data handling procedures, required when significant customer data processing is involved

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

6. Performance Guarantees: Minimum performance requirements and consequences, used for critical markets or exclusive arrangements

7. Sub-agents: Rules for appointing sub-agents or sub-distributors, included when such arrangements are permitted

8. Online Sales: Regulations for e-commerce activities, needed when online sales are part of the business model

What schedules should be included in a Sales Partner Agreement?

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

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

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type

4. Schedule 4 - Sales Targets: Specific sales targets and any associated bonus structures

5. Schedule 5 - Reporting Templates: Standard formats for regular sales reports and performance updates

6. Schedule 6 - Technical Requirements: Technical specifications or certifications required for selling products

7. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines

8. Appendix B - Operating Procedures: Detailed operational procedures and 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

Consumer Goods

Technology and Software

Industrial Equipment

Healthcare and Medical Devices

Automotive

Electronics

Telecommunications

Construction Materials

Food and Beverage

Professional Services

Manufacturing

Retail

Agricultural Products

Pharmaceuticals

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

Finance

Partner Relations

Contract Administration

Regional Operations

Distribution

Relevant Roles

Sales Director

Business Development Manager

Channel Partner Manager

Commercial Director

Chief Revenue Officer

Legal Counsel

Contracts Manager

Sales Operations Manager

Regional Sales Manager

Partnership Director

Chief Commercial Officer

Distribution Manager

Territory Manager

Account Executive

Compliance 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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