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Preliminary Partnership Agreement for Philippines

Preliminary Partnership Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that establishes the preliminary framework for a potential business partnership. It outlines the terms and conditions under which parties will explore and evaluate a formal partnership opportunity, including confidentiality obligations, exclusivity periods, and due diligence requirements. The agreement is structured to comply with the Civil Code of the Philippines and relevant business regulations, providing a formal foundation for partnership negotiations while protecting all parties' interests during the exploratory phase.

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What is a Preliminary Partnership Agreement?

The Preliminary Partnership Agreement serves as an essential stepping stone in establishing business partnerships within the Philippine legal framework. This document is typically used when parties have identified a potential business opportunity but require a formal structure to explore the partnership further before committing to a final agreement. It incorporates key provisions required under Philippine law, including those specified in the Civil Code of the Philippines and related business regulations. The agreement typically includes terms for conducting due diligence, maintaining confidentiality, ensuring exclusivity during negotiations, and outlining the conditions for proceeding to a final partnership arrangement. It provides legal protection for all parties during the exploratory phase while demonstrating serious intent to pursue the partnership opportunity.

What sections should be included in a Preliminary Partnership Agreement?

1. Parties: Identification of all prospective partners, including full legal names, addresses, and tax identification numbers

2. Background: Context of the preliminary partnership arrangement, including the business opportunity being explored and reasons for entering into the preliminary agreement

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Purpose and Scope: Outline of the intended business venture and scope of the preliminary partnership arrangement

5. Duration: Term of the preliminary agreement and conditions for extension or early termination

6. Due Diligence: Framework for conducting business and legal due diligence during the preliminary period

7. Confidentiality: Obligations regarding confidential information shared during the preliminary period

8. Exclusivity: Commitment not to negotiate with other parties during the preliminary period

9. Costs and Expenses: Allocation of costs incurred during the preliminary period

10. Conditions Precedent: Conditions that must be met before proceeding to final partnership agreement

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

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

1. Initial Capital Contributions: Used when partners agree to make preliminary contributions; details the nature, value, and timing of initial investments

2. Preliminary Management Structure: Include when partners want to establish temporary management arrangements during the preliminary period

3. Intellectual Property Rights: Required when IP will be shared or developed during the preliminary period

4. Non-Competition: Include when partners want to restrict competitive activities during and after the preliminary period

5. Break Fee: Used when parties want to specify compensation if one party withdraws from negotiations

6. Regulatory Compliance: Include when the intended partnership requires specific regulatory approvals or licenses

7. Force Majeure: Optional clause addressing unforeseen circumstances that might affect the preliminary arrangement

What schedules should be included in a Preliminary Partnership Agreement?

1. Schedule A - Business Plan: Preliminary business plan outlining the proposed partnership venture

2. Schedule B - Due Diligence Requirements: Detailed list of documents and information required for due diligence

3. Schedule C - Timeline: Proposed timeline for completing due diligence and moving to final partnership agreement

4. Schedule D - Preliminary Budget: Estimated costs and expenses during the preliminary period

5. Appendix 1 - Required Regulatory Approvals: List of necessary regulatory approvals and licenses for the intended partnership

6. Appendix 2 - Form of Final Partnership Agreement: Draft outline or key terms of the intended final partnership agreement

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

Cost

Free to use
Relevant legal definitions










Clauses



































Relevant Industries

Retail

Manufacturing

Technology

Real Estate

Food and Beverage

Professional Services

Healthcare

Agriculture

Tourism and Hospitality

Construction

Financial Services

Education

Export/Import

Entertainment

Relevant Teams

Legal

Business Development

Corporate Development

Finance

Operations

Strategy

Compliance

Commercial

Investment

Executive Leadership

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Operations Director

Partnership Manager

Strategy Director

Commercial Director

Investment Manager

Compliance Officer

Company Secretary

Business Owner

Entrepreneur

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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