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The Subcontractor Framework Agreement is designed for businesses operating in the Philippines who regularly engage subcontractors for various services and want to establish a consistent contractual framework. This document is particularly relevant in light of the strict regulatory environment in the Philippines regarding contracting relationships, especially under DO 174-17 and the Labor Code. It provides a master agreement structure under which specific work orders can be issued, eliminating the need to negotiate full contracts for each engagement while ensuring compliance with local laws. The agreement typically includes comprehensive provisions for service delivery, personnel management, compliance requirements, and risk allocation, with flexibility to accommodate different service types through its work order mechanism. This type of agreement is especially useful for companies with regular subcontracting needs who want to streamline their contracting process while maintaining regulatory compliance and risk management.

1. Parties: Identification of the main contractor and subcontractor, including their complete legal names, addresses, and registration details

2. Background: Context of the agreement, nature of the main contractor's business, and general purpose of the subcontracting relationship

3. Definitions: Definitions of key terms used throughout the agreement, including 'Services', 'Work Order', 'Deliverables', etc.

4. Scope of Agreement: General framework terms, process for issuing work orders, and types of services covered

5. Work Order Process: Procedures for issuing, accepting, and executing work orders under the framework

6. Subcontractor Obligations: Key responsibilities, compliance requirements, quality standards, and performance expectations

7. Main Contractor Obligations: Responsibilities including payment terms, provision of information, and access requirements

8. Personnel: Requirements for subcontractor's personnel, qualifications, training, and compliance with labor laws

9. Payment Terms: Pricing structure, invoicing process, payment timeline, and related financial terms

10. Intellectual Property: Ownership and usage rights of pre-existing and created IP during the agreement

11. Confidentiality: Protection and handling of confidential information exchanged between parties

12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

13. Insurance: Required insurance coverage and minimum limits

14. Term and Termination: Duration of the framework agreement and grounds for termination

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions

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