Marketing Agreement (Philippines)

A Marketing Agreement in the Philippines records the bargain between the parties, fixing their respective rights, duties and remedies.

Philippine marketing agreements are contracts for services governed by Book IV of the Civil Code. The marketing agency or consultant typically operates as an independent contractor, not as an employee of the client. This distinction is critical for BIR tax treatment: under Revenue Regulations No. 2-98, clients who are withholding agents must withhold expanded withholding tax at 10% or 15% from marketing service fees, while employees are subject to withholding tax under a different schedule.

The Data Privacy Act of the Philippines (Republic Act No. 10173, 2012) applies to marketing agreements whenever personal data of the client's customers is processed by the marketing agency in the course of services. The National Privacy Commission (NPC) requires that a Data Processing Agreement (DPA) or data sharing agreement be in place between the client (as data controller) and the marketing agency (as data processor) under NPC Circular No. 16-02. Marketing campaigns using customer email lists, SMS databases, or behavioral data analytics must comply with RA 10173 and the NPC's implementing rules.

The Consumer Act of the Philippines (Republic Act No. 7394) and the Advertising Standards Council (ASC) Code regulate advertising content, prohibiting deceptive, misleading, or unfair marketing practices. The marketing agreement should allocate responsibility for ASC compliance — particularly for broadcast and print advertisements that require ASC pre-clearance under ASC rules.

For digital advertising campaigns involving Google Ads, Meta (Facebook/Instagram), or other digital platforms, the agreement should address ad spend authority — whether the agency spends the client's own ad budget as agent or bills clients on a separate invoice — which affects how VAT and withholding tax apply to ad spend versus service fees.

The legal framework governing the Marketing Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. 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. Parties executing a Marketing Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.

A Marketing Agreement in the Philippines is needed whenever a business or individual engages a marketing agency, digital marketing consultant, or advertising firm to provide marketing services for a fee.

A Marketing Agreement is required when a business engages a digital marketing agency to manage social media accounts, run paid advertising campaigns on Meta or Google, and produce content. Without a written agreement, disputes about deliverables (number of posts per week, monthly ad spend budget, reporting frequency) and ownership of social media accounts created for the client are common.

A Marketing Agreement is needed when a startup company engages a marketing consultant for brand strategy, logo design, and brand identity development. The ownership of the resulting brand assets — including whether the client owns the logo copyright under the Intellectual Property Code (RA 8293) — must be specified in the agreement.

A Marketing Agreement is required when a real estate developer registered with the Housing and Land Use Regulatory Board (HLURB, now DHSUD) engages a marketing firm for condominium project promotion. Real estate advertising in the Philippines is regulated under Republic Act No. 9646 (Real Estate Service Act) and DHSUD rules, requiring truthful representations about project status, prices, and completion dates.

A Marketing Agreement is needed when a pharmaceutical company or food brand engages an advertising agency for a campaign requiring Advertising Standards Council (ASC) pre-clearance. The ASC requires script clearance for broadcast health product advertisements, and the agreement should allocate responsibility for securing ASC approvals.

A Marketing Agreement is required when an e-commerce company engages an influencer marketing agency to coordinate paid promotions with social media influencers under campaign agreements. The arrangement involves sub-contracting influencers, managing campaign budgets, and compliance with BIR withholding requirements for influencer income.

A valid Marketing Agreement in the Philippines must contain the following essential elements to be enforceable under the Civil Code and compliant with Philippine data privacy and advertising regulations.

Parties: Full legal names of the marketing agency or consultant (with SEC or DTI registration) and the client, with contact details. If the agency is SEC-registered as a corporation or partnership, the authorized signatory's name and designation must be stated.

Scope of Services: A specific enumeration of marketing services to be provided — social media management (specifying which platforms and posting frequency), paid advertising (platforms, monthly ad spend budget, ad creative production), SEO and content marketing, email marketing, public relations, event marketing, or influencer management. Vague scope descriptions like 'marketing support' are insufficient.

Deliverables and Timeline: Specific deliverables with delivery dates — monthly content calendar, analytics reports, campaign performance reports, creative assets. The reporting frequency and format should be specified, as clients typically require monthly performance reports against agreed KPIs (Key Performance Indicators).

Fees and Payment Terms: The agency's service fee in PHP ₱ (retainer-based monthly fees or project-based fees), ad spend budget (typically billed at cost to the client separately from agency fees), payment schedule, and tax provisions. The agreement should specify whether fees are exclusive of 12% VAT and whether the client will withhold expanded withholding tax at 10% or 15% under Revenue Regulations No. 2-98.

Intellectual Property Ownership: Who owns marketing materials produced — website copy, social media content, graphic designs, photos, video content. Under Section 178 of the Intellectual Property Code (RA 8293), copyright in works created by agency employees belongs to the agency unless there is a written agreement transferring copyright to the client under Section 180.

Data Privacy: The agency's obligations as a data processor under the Data Privacy Act (RA 10173) when handling client customer data. The agreement must incorporate or reference a Data Processing Agreement compliant with NPC Circular No. 16-02, specifying the purposes for processing, security measures, and data retention limits.

Confidentiality and Non-Solicitation: The agency's obligation to maintain confidentiality of client trade secrets, marketing strategies, customer data, and pricing. A non-solicitation clause preventing the agency from directly soliciting the client's key employees or customers for a specified period after the agreement ends.

Additional compliance elements for a Marketing Agreement (Philippines) used in Philippines include: 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. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.