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The Importer of Record Agreement is essential for foreign companies seeking to import goods into the Philippines without establishing a local entity or for those requiring specialized import handling. This document is particularly crucial in the Philippine context due to specific local customs regulations, import requirements, and tax considerations. The agreement typically details the appointment of an authorized Importer of Record, outlines customs clearance procedures, specifies duty and tax handling, and addresses compliance with Philippine import regulations. It's commonly used when companies need to maintain legal compliance while importing goods into the Philippines, especially in scenarios involving complex supply chains, regulated products, or temporary import arrangements. The document ensures clear delineation of responsibilities between the foreign entity and the local IOR provider while maintaining compliance with Philippine customs laws and regulations.

1. Parties: Identifies the IOR service provider and the client company, including their complete legal names, registration details, and addresses

2. Background: Explains the context of the agreement, including the client's need for IOR services in the Philippines and the IOR provider's qualifications

3. Definitions: Defines key terms used throughout the agreement, including technical customs terms and Philippines-specific regulatory terminology

4. Scope of Services: Details the specific IOR services to be provided, including customs clearance, documentation handling, and compliance management

5. Responsibilities of the IOR Provider: Outlines the IOR provider's obligations including customs declarations, duty payments, and compliance with Philippine regulations

6. Client Obligations: Specifies the client's responsibilities including providing accurate documentation, timely information, and maintaining necessary licenses

7. Fees and Payment Terms: Details the fee structure, payment schedule, and handling of customs duties and taxes

8. Compliance and Documentation: Specifies requirements for import documentation, regulatory compliance, and record-keeping

9. Representations and Warranties: Contains statements of assurance from both parties regarding their authority, capabilities, and compliance

10. Liability and Indemnification: Addresses risk allocation, limitations of liability, and indemnification obligations

11. Term and Termination: Specifies the agreement duration, renewal terms, and termination conditions

12. Confidentiality: Governs the handling and protection of confidential information exchanged during the service relationship

13. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies dispute resolution procedures

14. General Provisions: Contains standard legal provisions including force majeure, notices, and amendment procedures