Reseller Agreement Philippines: Key Terms and Legal Requirements

Legal FAQs on Reseller Agreement in the Philippines

Question Answer
1. What is a reseller agreement? A reseller agreement is a legal contract between a manufacturer or distributor and a reseller, outlining the terms and conditions for the resale of goods or services. It establishes the rights and obligations of both parties, including pricing, payment terms, and intellectual property rights.
2. Is a reseller agreement legally binding in the Philippines? Yes, a properly executed reseller agreement is legally binding in the Philippines. Governed laws contract commercial transactions, enforced a court law necessary.
3. What are the key components of a reseller agreement? The components a reseller agreement the parties involved, products services resold, Pricing and payment terms, and dispute resolution mechanisms.
4. Can a reseller agreement be terminated? Yes, a reseller agreement can be terminated under certain circumstances, such as breach of contract, non-performance, or mutual agreement between the parties. It is important to include termination clauses in the agreement to specify the process and consequences of termination.
5. What are the benefits of having a reseller agreement? A reseller agreement provides legal protection for both the manufacturer or distributor and the reseller, clarifies the rights and obligations of each party, and helps avoid disputes and misunderstandings. It also allows for the expansion of the distribution network and access to new markets.
6. How can intellectual property rights be protected in a reseller agreement? Intellectual property rights can be protected in a reseller agreement through provisions for licensing, trademark and copyright protection, non-disclosure and confidentiality agreements, and restrictions on the unauthorized use or reproduction of intellectual property.
7. Can a reseller agreement be modified or amended? Yes, a reseller agreement can be modified or amended with the consent of both parties. It is important to specify the process for making amendments in the agreement, including the requirement for written consent and the effective date of the amendment.
8. What are the legal risks for a reseller in the Philippines? The legal risks for a reseller in the Philippines include potential liability for breach of contract, non-compliance with consumer protection laws, and infringement of intellectual property rights. It is important for resellers to seek legal advice and conduct due diligence before entering into a reseller agreement.
9. How can disputes be resolved in a reseller agreement? Disputes in a reseller agreement can be resolved through negotiation, mediation, or arbitration as specified in the agreement. It is important to include a dispute resolution clause that outlines the process for resolving disputes and the applicable law.
10. What are the tax implications for resellers in the Philippines? Resellers in the Philippines may be subject to value-added tax, withholding tax, and other taxes depending on the nature of their business and the products or services being resold. It is important for resellers to comply with tax laws and seek advice from a tax professional.

The Ins and Outs of Reseller Agreement in the Philippines

Reseller agreements are a crucial aspect of business transactions in the Philippines. Agreements serve a framework a party owns product service a reseller wants sell product service consumers. Reseller agreement outlines terms conditions reseller market, distribute, sell products services owner.

Key Components of a Reseller Agreement

Reseller agreements include following components:

Component Description
Parties involved Details owner product service reseller
Product or service details Descriptions products services reseller selling
Terms the agreement Duration of the agreement, territory where the reseller is allowed to sell, and renewal options
Pricing and payment terms Details about pricing, payment schedules, and commission structures
Intellectual property rights Ownership and permitted use of trademarks, copyrights, and other intellectual property
Termination breach Circumstances agreement terminated consequences breach

Legal Implications and Considerations

It`s important to note that reseller agreements are subject to Philippine laws and regulations. For instance, the Philippines Civil Code and the Corporation Code may impact the validity and enforceability of the agreement. Additionally, the Philippine Competition Act prohibits anti-competitive agreements and abuse of dominant position, so it`s crucial for reseller agreements to comply with these regulations.

Case Study: Reseller Agreement Dispute

In 2018, a prominent case in the Philippines involved a dispute between a technology company and its reseller. The reseller claimed that the technology company breached the terms of the agreement by allegedly providing better terms to another reseller. The case highlighted the importance of clearly defined terms and conditions in reseller agreements to avoid potential disputes and legal battles.

Reseller agreements play a pivotal role in the business landscape of the Philippines. As such, it`s essential for both owners and resellers to seek legal counsel to ensure that their agreements are comprehensive, clear, and compliant with relevant laws and regulations. By understanding the key components and legal implications of reseller agreements, businesses can cultivate mutually beneficial relationships and navigate the complexities of the market with confidence.

Reseller Agreement


This Reseller Agreement (the “Agreement”) is entered into as of [Date], by and between [Company Name], a corporation organized and existing under the laws of the Republic of the Philippines, with its principal place of business at [Address] (“Supplier”), and [Reseller Name], a corporation organized and existing under the laws of the Republic of the Philippines, with its principal place of business at [Address] (“Reseller”).

1. Appointment

Supplier hereby appoints Reseller as a non-exclusive reseller of the products described in Exhibit A (the “Products”) in the territory of the Philippines. Reseller accepts such appointment and agrees to market and sell the Products using commercially reasonable efforts.

2. Pricing Payment

Reseller shall purchase the Products from Supplier at the prices set forth in Exhibit A. Reseller shall pay Supplier for all Products within thirty (30) days of receipt of an invoice from Supplier, in accordance with the terms set forth in Exhibit A.

3. Marketing Promotion

Reseller shall use its best efforts to market and promote the Products in the territory of the Philippines. Reseller shall comply with all laws and regulations governing the marketing and sale of the Products.

4. Term Termination

This Agreement shall commence on the effective date and shall continue for a period of one (1) year, unless earlier terminated by either party in accordance with the terms of this Agreement. Either party may terminate this Agreement for cause upon written notice to the other party if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Supplier Reseller
____________________________ ____________________________
By: __________________________ By: __________________________
Date: ________________________ Date: ________________________