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The Representation Agreement serves as a crucial legal instrument in the Philippine business environment, establishing formal representation relationships between companies and their authorized representatives. This document is essential when a business needs to appoint an agent or representative to act on its behalf within specified territories in the Philippines. The agreement, governed by Philippine law including the Civil Code and Commercial Code, carefully outlines the representative's authority, duties, and compensation, while protecting the principal's interests. It's particularly valuable for foreign companies entering the Philippine market, local businesses expanding their reach through representatives, or any situation requiring formal delegation of commercial authority. The document includes comprehensive provisions for compliance with local regulations, risk management, and clear performance metrics.

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

2. Background: Explains the context of the agreement and the parties' intention to enter into a representation relationship

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Appointment and Scope: Specifies the nature of appointment, whether exclusive or non-exclusive, and details the scope of representation

5. Territory: Defines the geographic area where the Representative is authorized to act

6. Duration: Specifies the term of the agreement, including start date and initial period

7. Representatives Rights and Powers: Details what the Representative is authorized to do on behalf of the Principal

8. Representatives Duties and Obligations: Lists the Representatives responsibilities, reporting requirements, and performance standards

9. Principals Obligations: Outlines the Principals commitments and support to the Representative

10. Compensation: Details the fee structure, commission rates, and payment terms

11. Intellectual Property: Addresses the use of trademarks, trade names, and other IP owned by the Principal

12. Confidentiality: Establishes obligations regarding confidential information

13. Termination: Specifies grounds for termination and the process for ending the agreement

14. Post-Termination Obligations: Outlines obligations that survive termination

15. Governing Law and Jurisdiction: Specifies that Philippine law governs and sets jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability