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The Exclusive Representation Agreement is a critical legal document used when a company (principal) wishes to grant exclusive rights to another party (representative) to promote and sell their products or services within the Philippines or a specified territory therein. This agreement is particularly important in the Philippine business context, where local representation is often essential for market penetration and compliance with local regulations. The document typically includes detailed provisions on exclusivity scope, territorial limits, performance requirements, commission structures, and compliance with Philippine laws including the Civil Code and Code of Commerce. It's commonly used when entering new markets, establishing distribution channels, or restructuring existing business relationships to grant exclusive rights. The agreement must carefully balance the principal's need for market representation with appropriate controls and performance measures, while ensuring compliance with Philippine competition laws and commercial regulations.

1. Parties: Identifies and provides full details of the Principal and the Representative, including their legal names, addresses, and company registration details

2. Background: Sets out the context of the agreement, including the Principal's business, the Representative's expertise, and the parties' intention to enter into an exclusive representation arrangement

3. Definitions: Defines key terms used throughout the agreement, including Territory, Products/Services, Exclusive Period, and other relevant terms

4. Appointment and Scope: Details the exclusive appointment of the Representative and defines the precise scope of representation rights

5. Territory: Specifies the geographic area where the Representative has exclusive rights

6. Term and Termination: Specifies the duration of the agreement, renewal provisions, and circumstances for termination

7. Representatives Rights and Obligations: Outlines the specific duties, responsibilities, and rights of the Representative

8. Principals Rights and Obligations: Details the duties and commitments of the Principal, including support and information provision

9. Compensation: Specifies commission rates, payment terms, and calculation methods

10. Exclusivity Provisions: Details the exact nature of exclusivity, including any limitations or exceptions

11. Confidentiality: Governs the handling and protection of confidential information

12. Intellectual Property: Addresses the use of trademarks, trade names, and other IP rights

13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes

14. General Provisions: Includes standard clauses like force majeure, entire agreement, and amendments