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Commission Distribution Agreement for Philippines

Commission Distribution Agreement Template for Philippines

A Commission Distribution Agreement governed by Philippine law establishes a commercial relationship between a principal company and a distributor, where the distributor is authorized to sell products or services in exchange for commission-based compensation. This agreement outlines the terms of appointment, territorial rights, commission structure, performance expectations, and compliance requirements under Philippine jurisdiction. It incorporates specific provisions to comply with Philippine commercial law, tax regulations, and consumer protection requirements, while defining the parties' rights, obligations, and termination conditions.

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Commission Distribution Agreement

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What is a Commission Distribution Agreement?

This Commission Distribution Agreement template is designed for use in the Philippine market when establishing a formal commission-based distribution relationship. It is particularly relevant when a company (principal) wishes to expand its market reach through a distributor while maintaining control over pricing and customer relationships. The agreement incorporates key requirements under Philippine law, including provisions relating to commercial agency, tax compliance, and consumer protection. It is structured to address both domestic and international distribution arrangements, with specific consideration given to Philippine regulatory requirements, including those under the Civil Code of the Philippines and relevant commercial legislation. The document includes comprehensive provisions for commission calculations, payment terms, performance metrics, and territorial rights, making it suitable for various industries operating in the Philippine market.

What sections should be included in a Commission Distribution Agreement?

1. Parties: Identification of the principal and distributor, including full legal names and addresses

2. Background: Context of the agreement, business relationship, and general intent of the parties

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Commission, etc.

4. Appointment and Scope: Terms of distributor appointment, exclusivity/non-exclusivity, and territorial scope

5. Rights and Obligations of Distributor: Core responsibilities, sales targets, reporting requirements, and service standards

6. Rights and Obligations of Principal: Support, training, marketing materials, and other commitments from the principal

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

8. Payment Terms: Invoice procedures, payment timelines, currency, and payment methods

9. Term and Termination: Duration of agreement, renewal terms, and termination provisions

10. Intellectual Property: Usage rights for trademarks, logos, and other IP during the agreement

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competing activities during and after the agreement

13. Compliance with Laws: Obligations to comply with Philippine laws and regulations

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

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Commission Distribution Agreement?

1. Performance Targets: Specific sales targets and performance metrics, used when the principal wants to set measurable goals

2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, included when marketing is a significant component

3. Training Requirements: Specific training obligations and procedures, used when product complexity requires formal training

4. Insurance Requirements: Detailed insurance obligations, included when risk profile requires specific coverage

5. Data Protection: Specific data handling requirements, included when personal data processing is involved

6. Anti-Corruption: Detailed anti-corruption provisions, included for international agreements or when required by corporate policy

7. Product Warranty: Warranty terms and handling procedures, included when distributor handles warranty claims

8. Sub-Distributors: Rights and procedures for appointing sub-distributors, included when sub-distribution is permitted

What schedules should be included in a Commission Distribution Agreement?

1. Schedule 1: Products: Detailed list of products covered by the agreement

2. Schedule 2: Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3: Commission Rates: Detailed commission structures, including any variations by product or volume

4. Schedule 4: Performance Metrics: Specific sales targets and performance indicators

5. Schedule 5: Reporting Templates: Standard forms for sales reports and other required reporting

6. Schedule 6: Trademark Usage Guidelines: Specific rules for use of principal's trademarks and branding

7. Schedule 7: Operating Procedures: Detailed procedures for order processing, returns, and customer service

8. Appendix A: Contact Details: Key contact information for both parties

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions























































Clauses









































Relevant Industries

Consumer Goods

Retail

Manufacturing

Technology

Pharmaceuticals

Electronics

Automotive

Food and Beverage

Cosmetics

Industrial Equipment

Telecommunications

Software

Medical Devices

Fashion and Apparel

Construction Materials

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Finance

Compliance

Distribution

Channel Management

International Business

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Chief Commercial Officer

Distribution Manager

Channel Manager

Legal Counsel

Contracts Manager

Chief Executive Officer

Managing Director

Operations Director

Country Manager

Regional Sales Manager

Compliance Officer

Chief Financial 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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