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Non Compete Product Agreement Template for Philippines

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Key Requirements PROMPT example:

Non Compete Product Agreement

"I need a Non Compete Product Agreement for my pharmaceutical manufacturing company based in Manila, preventing our contract manufacturer from producing similar medical products in Southeast Asia for 3 years starting January 2025."

Document background
The Non Compete Product Agreement is essential in Philippine commercial relationships where companies seek to protect their market position and proprietary product lines. It is commonly used in scenarios involving product licensing, distribution arrangements, or business sales where one party needs to prevent the other from developing or selling competing products. The agreement must carefully balance business protection with compliance with Philippine competition laws, particularly the Philippine Competition Act (Republic Act No. 10667) and relevant provisions of the Civil Code. This document typically includes detailed provisions on product specifications, territorial scope, duration of restrictions, and enforcement mechanisms, while ensuring that restrictions remain reasonable and enforceable under Philippine law.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement, including the business relationship between parties and reason for the non-compete arrangement

3. Definitions: Key terms used in the agreement, including 'Products', 'Competing Products', 'Territory', 'Restricted Period', etc.

4. Scope of Non-Competition: Detailed description of prohibited activities related to competing products

5. Duration and Territory: Temporal and geographical limits of the non-compete obligations

6. Confidentiality Obligations: Protection of confidential information and trade secrets related to the products

7. Consideration: The compensation or benefit provided in exchange for the non-compete obligations

8. Exceptions and Permitted Activities: Specific activities that are allowed despite the non-compete provisions

9. Representations and Warranties: Statements of fact and promises made by each party

10. Breach and Remedies: Consequences of violating the agreement and available legal remedies

11. Termination: Circumstances under which the agreement can be terminated and the consequences

12. General Provisions: Standard clauses including governing law, notices, amendments, and dispute resolution

Optional Sections

1. Research and Development Exception: Used when parties want to allow R&D activities that might otherwise violate the non-compete provisions

2. Third Party Rights: Include when the agreement needs to address rights of affiliates, subsidiaries, or other related entities

3. Export Restrictions: Required when the products involve international trade or specific export controls

4. Quality Control: Include when the agreement relates to licensed or branded products

5. Transition Period: Used when parties need a gradual implementation of non-compete restrictions

6. Market Segmentation: Include when parties agree to divide markets or customer segments

7. Technology Transfer Provisions: Necessary when the agreement involves shared technology or know-how

Suggested Schedules

1. Schedule A - Restricted Products: Detailed list and specifications of products covered by the non-compete provisions

2. Schedule B - Territory Map: Geographic boundaries where the non-compete restrictions apply

3. Schedule C - Existing Commitments: List of pre-existing obligations or contracts that are excluded from the restrictions

4. Schedule D - Approved Activities: Specific activities that are permitted under the agreement

5. Appendix 1 - Compliance Guidelines: Guidelines for ensuring compliance with the non-compete obligations

6. Appendix 2 - Related Patents and IP: List of relevant intellectual property rights associated with the products

Authors

Alex Denne

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

Relevant legal definitions






























Clauses






























Relevant Industries

Manufacturing

Technology

Pharmaceuticals

Consumer Goods

Industrial Products

Electronics

Automotive

Chemical

Medical Devices

Food and Beverage

Telecommunications

Software Development

Biotechnology

Relevant Teams

Legal

Commercial

Product Development

Research and Development

Business Development

Operations

Intellectual Property

Manufacturing

Sales

Strategic Planning

Procurement

Compliance

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Commercial Director

Product Development Manager

Business Development Manager

Legal Counsel

Intellectual Property Manager

Operations Director

Research and Development Director

Sales Director

Procurement Manager

Contract Manager

Strategic Partnership Manager

Manufacturing Director

Technology Transfer 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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