Reseller Agreement (Philippines)
RESELLER AGREEMENT
Civil Code of the Philippines (RA 386) — Philippine Competition Act (RA 10667)
This Reseller Agreement ("Agreement") is entered into as of [Agreement Date] by and between:
SUPPLIER: [Supplier Name], with address at [Supplier Address], TIN: [Supplier TIN] ("Supplier"); AND
RESELLER: [Reseller Name], with address at [Reseller Address], TIN: [Reseller TIN] ("Reseller").
1. APPOINTMENT AND TERRITORY
1.1 The Supplier hereby appoints the Reseller as its [Appointment Type] authorized reseller within the following territory ("Territory"): [Territory].
1.2 The Reseller is authorized to market, promote, and sell the following products and services ("Authorized Products"): [Authorized Products].
1.3 The Reseller shall not sell Authorized Products outside the Territory without the Supplier's prior written consent. The Reseller acquires title to all goods purchased from the Supplier and assumes all inventory and credit risk on re-sales.
2. PRICING, ORDERING, AND PAYMENT
2.1 The Reseller shall purchase Authorized Products from the Supplier at [Reseller Discount]. The Supplier reserves the right to revise its published price list with 30 days' written notice to the Reseller.
2.2 Payment Terms: [Payment Terms].
2.3 Minimum Purchase Commitment: [Minimum Purchase].
2.4 The Supplier shall issue BIR-registered sales invoices for each shipment of Authorized Products to the Reseller. The purchase price is [VAT Treatment] under Section 108 of the NIRC (RA 8424).
2.5 The Reseller shall NOT set or impose minimum resale prices on its customers. The Supplier may suggest recommended retail prices (RRPs) but may not mandate minimum resale prices, in compliance with the Philippine Competition Act (RA 10667).
3. INTELLECTUAL PROPERTY AND COMPLIANCE
3.1 The Supplier grants the Reseller the following license to the Supplier's trademarks and marketing materials: [IP License Scope]. The Reseller shall use the Supplier's marks strictly in accordance with the Supplier's brand guidelines. All goodwill generated by the Reseller's use of the Supplier's trademarks inures to the benefit of the Supplier.
3.2 The Reseller warrants that it is duly registered with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232) or with the Department of Trade and Industry (DTI), and that it holds all business permits and government licenses required to conduct its business.
3.3 BIR Withholding: If the Reseller is required to withhold creditable withholding tax from payments to the Supplier for services (not goods), the Reseller shall withhold the applicable rate under BIR Revenue Regulations No. 2-98 and issue BIR Form 2307 to the Supplier.
4. TERM AND TERMINATION
4.1 This Agreement shall commence on [Start Date] and continue for an initial term of [Initial Term] years, automatically renewing for successive one-year terms unless either party provides [Termination Notice] days' written notice of non-renewal.
4.2 Either party may terminate this Agreement for cause (material breach, insolvency, loss of required government licenses, failure to meet minimum purchase commitments) upon 30 days' written notice if the breach is not cured within that period.
4.3 Upon termination, the Reseller shall: (a) immediately cease using the Supplier's trademarks and marketing materials; (b) have a 90-day sell-off period to sell existing inventory of Authorized Products; and (c) return all unsold inventory (at cost price) to the Supplier at the Reseller's expense after the sell-off period.
5. GOVERNING LAW
5.1 This Agreement is governed by the Civil Code of the Philippines (RA 386) and the Philippine Competition Act (RA 10667). Any dispute shall be resolved by the proper courts of the Philippines.
IN WITNESS WHEREOF, the parties have executed this Reseller Agreement on [Agreement Date].
[Supplier Name]
Supplier (Authorized Signatory)
[Reseller Name]
Reseller (Authorized Signatory)
Supplier (Authorized Signatory)
________________
Signature
Reseller (Authorized Signatory)
________________
Signature
What Is a Reseller Agreement (Philippines)?
A Reseller Agreement in the Philippines sets out the mutual obligations the parties accept and the terms that govern their dealings.
Philippine reseller agreements are commonly used in industries such as consumer electronics, software licensing, telecommunications equipment, industrial supplies, food and beverage distribution, and business-to-business (B2B) services. Multinational companies entering the Philippine market frequently use reseller networks to reach customers in Luzon, Visayas, and Mindanao without establishing company-owned branches in each region.
From a regulatory standpoint, reseller agreements in the Philippines must comply with several statutory frameworks. The National Internal Revenue Code (NIRC, Republic Act 8424) governs value-added tax obligations: if the reseller's annual gross sales exceed the VAT threshold (currently PHP 3,000,000), the reseller must register as a VAT-registered person under Section 109 of the NIRC and charge 12% VAT on its sales. The Bureau of Internal Revenue (BIR) requires resellers to issue official receipts for services and sales invoices for goods. The BIR Revenue Memorandum Circular No. 55-2019 and Revenue Regulations No. 8-2002 govern the issuance of sales invoices and the applicable creditable withholding tax on certain payments.
The Philippine Competition Act (Republic Act 10667), administered by the Philippine Competition Commission (PCC), prohibits anti-competitive agreements including resale price maintenance (RPM) — setting minimum resale prices — and exclusive dealing arrangements that substantially lessen competition. Suppliers must confirm that their reseller agreements do not mandate minimum retail prices in ways that constitute per se violations under PCC guidelines.
For technology and software reseller agreements, the Intellectual Property Code of the Philippines (Republic Act 8293) governs software licensing and the limits of what a reseller may sublicense. The reseller's right to reproduce, redistribute, or customize the software must be expressly authorized by the supplier's software license. Data privacy obligations under the Data Privacy Act of 2012 (Republic Act 10173) also apply when resellers collect customer personal data during transactions.
A well-drafted Philippines reseller agreement typically covers: appointment and territory, product/service catalog and pricing, order and payment terms (including BIR invoicing requirements), sales targets and performance obligations, intellectual property license for marketing materials, confidentiality, term and termination, and governing law. The agreement should also specify whether the relationship is exclusive, semi-exclusive, or non-exclusive within the designated territory.
When Do You Need a Reseller Agreement (Philippines)?
A reseller agreement is needed in the Philippines whenever a supplier wishes to expand its market reach through independent resellers without taking on the cost and regulatory burden of establishing company-owned retail or distribution outlets in each region. Specific situations that require a formal reseller agreement include:
Market Expansion: A Manila-based software company appointing authorized resellers in Cebu, Davao, and other regional markets to sell its software licenses to local government units (LGUs) and corporations requires a reseller agreement defining each reseller's territory, pricing authority, and BIR invoicing obligations.
International Supplier Entry: A foreign supplier entering the Philippine market under the Foreign Investments Act (Republic Act 7042) frequently structures its market entry through a network of local reseller partners rather than establishing a wholly owned subsidiary, using reseller agreements to govern these commercial relationships.
Channel Partner Programs: Technology companies, telecommunications equipment suppliers, and medical device distributors commonly establish tiered reseller programs (authorized resellers, certified partners, premium resellers) where each tier has different purchase pricing, sales targets, and marketing support — all governed by reseller agreements.
Gov't Procurement Compliance: Resellers participating in Philippine government procurement under Republic Act 9184 (Government Procurement Reform Act) and its Implementing Rules and Regulations (IRR) need documented supplier authorization letters and reseller agreements to support their bids.
BIR and Tax Compliance: A reseller agreement establishes the commercial basis for BIR-compliant invoicing. The agreement should confirm whether the supplier charges VAT on sales to the reseller and whether the reseller is required to withhold creditable withholding tax on payments to the supplier under BIR Revenue Regulations No. 2-98.
SEC and DTI Registration: Resellers organized as corporations must be registered with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232). Sole proprietorship resellers register their business name with the Department of Trade and Industry (DTI). The reseller agreement should confirm the reseller's business registration status.
What to Include in Your Reseller Agreement (Philippines)
A legally sound Philippines reseller agreement must include specific provisions to protect both the supplier's intellectual property and commercial interests and the reseller's investment in building market presence.
Parties and Business Registration: Identify the supplier (principal) and reseller by their full legal names, business addresses, and Tax Identification Numbers (TIN). For corporate entities, include their SEC registration numbers. For sole proprietorships, include their DTI business name registration certificate numbers. TINs are required for BIR invoicing compliance.
Appointment and Territory: Clearly define the geographic territory within which the reseller is authorized to sell. Philippine territories should be described by province, city/municipality, or region (e.g., Metro Manila, Region VI — Western Visayas). Specify whether the appointment is exclusive (supplier will not appoint other resellers in the territory), semi-exclusive (supplier may sell directly but not appoint other resellers), or non-exclusive.
Product and Service Catalog: List the specific products, product lines, software licenses, or services the reseller is authorized to sell. Include product codes, SKU numbers, or service descriptions. Define whether the reseller may sell competing products (non-compete clause), which must be narrowly drafted to comply with PCC guidelines.
Pricing and Margins: Specify the purchase price or reseller discount from the supplier's published price list (PPL). Include provisions on price changes: the supplier's right to revise pricing on written notice (e.g., 30-day notice), and the reseller's right to sell existing inventory at the old price for a defined sell-through period. Do NOT mandate minimum resale prices (RPM) as this violates the Philippine Competition Act.
Ordering and Payment Terms: Define the ordering process (purchase orders, order acknowledgment), minimum order quantities (MOQ), lead times, delivery terms (Ex Works, CIF Manila, DDP — as governed by Incoterms 2020), and payment terms (e.g., 30-day credit terms, letter of credit for import transactions). Include provisions on BIR-compliant sales invoices that the supplier must issue for each shipment.
Sales Targets and Performance: Specify minimum purchase commitments (annual or quarterly) and consequences of non-achievement — such as conversion from exclusive to non-exclusive status or termination rights. Sales targets must be clearly distinguished from employment obligations to preserve the independent contractor nature of the relationship.
Intellectual Property License: Grant the reseller a non-exclusive, non-transferable, revocable license to use the supplier's trademarks (registered with the Intellectual Property Office of the Philippines — IPO Philippines — under RA 8293), trade names, and marketing materials solely for the purpose of promoting and selling the authorized products within the territory. All use of the supplier's marks must comply with the supplier's brand guidelines.
BIR Tax Compliance: Specify each party's VAT and withholding tax obligations. If the supplier charges VAT at 12% on sales to the reseller, the invoice must show the VAT-exclusive price and VAT amount separately. If the reseller is required to withhold creditable withholding tax (currently 1% or 2% depending on the nature of the transaction under BIR Revenue Regulations No. 2-98), the agreement must specify the applicable withholding rate and the obligation to issue BIR Form 2307.
Confidentiality: Protect trade secrets, pricing information, customer lists, and technical know-how disclosed by the supplier to the reseller. The confidentiality obligation should survive termination for a defined period (typically 3–5 years) and comply with the Data Privacy Act (RA 10173) for personal data.
Term and Termination: Specify the initial term (typically 1–3 years), renewal mechanism (automatic renewal unless 60-day notice of non-renewal), and termination rights — for cause (material breach, insolvency, change of control, loss of required government licenses) and for convenience (typically with 90-day written notice). Include post-termination obligations: cessation of use of supplier trademarks, return of demonstration stock and marketing materials, sell-off rights for inventory on hand.
Governing Law and Dispute Resolution: The agreement is governed by the Civil Code of the Philippines (RA 386). Dispute resolution should specify whether disputes are resolved by litigation in the Philippine courts, mediation through the Philippine Mediation Center (PMC), or arbitration under the Alternative Dispute Resolution Act (RA 9285) and the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI).
Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. The forms-legal.com Reseller Agreement (Philippines) template covers the mandatory elements under Revised Corporation Code (RA 11232, 2019).
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title = {Reseller Agreement (Philippines) (Philippines)},
year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/contracts/ph-reseller-agreement}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
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Frequently Asked Questions
A Philippines reseller agreement does not need to be notarized to be legally binding and enforceable between the parties — the Civil Code of the Philippines (RA 386) recognizes written contracts signed by authorized signatories as valid without notarization. However, notarization converts the agreement into a public document under Rule 132 of the Rules of Court, which gives it greater evidentiary weight in Philippine courts and may be required in certain contexts. If the reseller agreement involves the transfer of real property rights, SEC filings, or submission to government agencies such as the Philippine Competition Commission (PCC) or the Department of Trade and Industry (DTI), the relevant agency may require a notarized copy. For high-value commercial reseller relationships — particularly those involving multinational suppliers and Philippine resellers with significant purchase commitments — notarization is recommended as a best practice to deter future disputes.
The Philippine Competition Act (Republic Act 10667), administered by the Philippine Competition Commission (PCC), directly affects Philippine reseller agreements in several ways. First, resale price maintenance (RPM) — where the supplier fixes or sets a minimum resale price that the reseller must charge end customers — is treated as a per se violation under PCC guidelines and the PCA, as it restricts downstream price competition. Philippine reseller agreements must not include mandatory minimum retail price clauses. The supplier may suggest recommended retail prices (RRP) but cannot make them binding. Second, exclusive dealing arrangements — requiring the reseller to sell only the supplier's products and not competing brands — may constitute anti-competitive conduct if they substantially lessen competition in the relevant market, particularly for dominant suppliers with market power above the PCC's 50% market share threshold under Section 27 of RA 10667. Third, reseller agreements with territorial allocation provisions — dividing the Philippines into exclusive zones and prohibiting resellers from selling outside their designated territory — may be reviewed by the PCC as market allocation agreements under Section 14(b) of RA 10667. The PCC has the power to review, void, and impose fines of up to PHP 100,000,000 for first violations and PHP 250,000,000 for subsequent violations on both the supplier and reseller for anti-competitive agreements.
Philippine resellers are subject to BIR invoicing requirements under the National Internal Revenue Code (RA 8424) and BIR Revenue Memorandum Circular No. 55-2019. Resellers selling goods must issue BIR-registered Sales Invoices for each sale — not Official Receipts, which are for service transactions. Resellers providing services must issue Official Receipts. All invoices and receipts must contain the mandatory elements under BIR Revenue Regulations No. 18-2012: the seller's name, TIN, business address, BIR-registered trade name, invoice serial number, date of transaction, buyer's name and TIN (for amounts above PHP 1,000), description and quantity of goods or services, unit price, gross selling price, and VAT amount separately stated (for VAT-registered resellers). Under BIR Revenue Regulations No. 8-2002, resellers whose annual gross sales exceed the PHP 3,000,000 VAT threshold must register as VAT-registered persons with the BIR and charge 12% VAT on sales, filing BIR Form 2550M (monthly VAT return) and BIR Form 2550Q (quarterly). The reseller agreement between supplier and reseller should confirm each party's VAT status and specify whether the supplier charges VAT at 12% on sales to the reseller (input VAT for the reseller) and whether the reseller is required to withhold creditable withholding tax on payments to the supplier under applicable BIR Revenue Regulations.
Foreign companies acting as resellers in the Philippines must comply with the Foreign Investments Act (Republic Act 7042, as amended by RA 11647) and the Foreign Investment Negative List (FINL). Retail trade — which includes reselling goods directly to end consumers — is regulated under the Retail Trade Liberalization Act (Republic Act 11595, effective March 2022), which reduced the minimum paid-up capital for foreign retail enterprises from USD 2,500,000 to USD 500,000 for foreign retailers opening physical stores. For purely wholesale reselling (selling to other businesses, not to final consumers), foreign companies may engage as resellers without the Retail Trade Act restrictions. A foreign company must register with the Securities and Exchange Commission (SEC Philippines) under the Revised Corporation Code (RA 11232) — either as a domestic corporation (at least 60% Filipino-owned for activities on the FINL, or up to 100% foreign ownership for activities not on the FINL) or as a branch of a foreign corporation with a License to Do Business issued by the SEC. The Department of Trade and Industry (DTI) and Bureau of Customs (BOC) impose additional registration and importation requirements on foreign entities bringing goods into the Philippines for resale. The BIR requires registration and TIN issuance for all resellers operating in the Philippines regardless of ownership nationality.
Termination provisions in Philippine reseller agreements require careful drafting under the Civil Code of the Philippines (RA 386) and applicable commercial practice. Philippine reseller agreements typically include termination for cause — where either party may terminate immediately upon: material breach of the agreement not cured within 30 days after written notice; insolvency, bankruptcy, or cessation of business; loss of required government licenses (BIR registration, SEC registration, DTI business name); change of control of the reseller to a competitor; or violation of the anti-corruption provisions of RA 3019 (Anti-Graft and Corrupt Practices Act). Termination for convenience — typically with 60 to 90 days written notice — allows either party to end the agreement without cause upon notice. Post-termination obligations are critical: the reseller must immediately cease using the supplier's trademarks and branding registered with the Intellectual Property Office of the Philippines (IPO Philippines) under RA 8293; return all demonstration units, marketing materials, and confidential information; and provide the supplier access to customer records for warranty and support continuity. Sell-off rights — permitting the reseller to sell existing inventory purchased before termination notice — should be time-limited (typically 60 to 90 days). Under Article 1306 of the Civil Code, parties may agree to any termination terms not contrary to law, morals, public policy, or public order — but unconscionably short notice periods may be challenged as contrary to public policy before the Regional Trial Court.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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