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Service Agency Agreement for Philippines

Service Agency Agreement Template for Philippines

A Service Agency Agreement under Philippine law establishes a formal relationship between a principal company and an appointed agent who will provide specified services on behalf of the principal. This agreement is governed by the Civil Code of the Philippines and related regulations, incorporating essential elements such as scope of authority, territory definitions, compensation structures, and compliance requirements. The document outlines the parties' respective rights and obligations, performance standards, reporting requirements, and termination conditions, while ensuring alignment with Philippine agency and commercial laws.

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What is a Service Agency Agreement?

The Service Agency Agreement is a crucial legal document used in the Philippines when a company (principal) wishes to appoint another party (agent) to perform services or represent their interests. This document is particularly important in the Philippine business context, where agency relationships are governed by specific provisions in the Civil Code and related commercial regulations. The agreement typically covers essential aspects such as scope of authority, territorial rights, compensation structures, performance standards, and compliance with local laws. It's commonly used when companies need to expand their market reach, establish local representation, or outsource specific business functions while maintaining control over their brand and operations. The document must carefully balance the principal's need for control with the agent's need for operational flexibility, all while ensuring compliance with Philippine legal requirements regarding agency relationships, tax regulations, and business practices.

What sections should be included in a Service Agency Agreement?

1. Parties: Identifies and provides full details of the Principal and the Agent, including their legal status and registered addresses

2. Background: Explains the context of the agreement, including the Principal's business, need for agency services, and Agent's qualifications

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

4. Appointment and Scope: Details the formal appointment of the Agent and defines the scope of authority granted by the Principal

5. Territory and Exclusivity: Specifies the geographical area where the Agent may operate and whether the appointment is exclusive or non-exclusive

6. Agent's Obligations: Lists all duties, responsibilities, and performance standards expected from the Agent

7. Principal's Obligations: Outlines the Principal's commitments to support the Agent's activities

8. Compensation and Payment Terms: Details the commission structure, payment schedule, and calculation methods

9. Reporting and Accounting: Specifies reporting requirements, frequency, and accounting procedures

10. Intellectual Property Rights: Addresses the use of trademarks, logos, and other IP owned by the Principal

11. Confidentiality: Defines confidential information and obligations to maintain confidentiality

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

13. Post-Termination Obligations: Outlines obligations and restrictions that survive after agreement termination

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

What sections are optional to include in a Service Agency Agreement?

1. Training and Support: Include when the Principal will provide specific training or support systems to the Agent

2. Performance Targets: Include when specific performance metrics or sales targets are part of the agreement

3. Marketing and Promotion: Include when the Agent has specific marketing responsibilities or restrictions

4. Insurance Requirements: Include when specific insurance coverage is required from the Agent

5. Data Protection: Include when the agency services involve handling personal or sensitive data

6. Non-Competition: Include when restricting the Agent from competing activities during and after the agreement

7. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

8. Compliance with Anti-Corruption Laws: Include when the services involve government interactions or high-risk activities

What schedules should be included in a Service Agency Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided by the Agent

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates, calculations, and examples

3. Schedule 3 - Territory Description: Detailed description of the geographical territory, including any excluded areas

4. Schedule 4 - Reporting Templates: Standard forms and templates for required reports

5. Schedule 5 - Key Performance Indicators: Detailed metrics for evaluating Agent's performance

6. Schedule 6 - Authorized Products/Services: List of products or services the Agent is authorized to promote/sell

7. Appendix A - Power of Attorney: If required, formal authorization of Agent's specific powers

8. Appendix B - Compliance Guidelines: Specific compliance requirements and 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

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions














































Clauses









































Relevant Industries

Retail

Manufacturing

Distribution

Real Estate

Technology

Financial Services

Insurance

Healthcare

Telecommunications

Professional Services

Consumer Goods

Agriculture

Tourism

Export/Import

Construction

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Compliance

Finance

Corporate Affairs

International Business

Partner Relations

Distribution

Strategy

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Director

Operations Manager

Country Manager

Regional Director

Compliance Officer

Agency Relations Manager

Partnership Manager

Distribution Manager

Channel Manager

Business Owner

Managing Director

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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