Commission Agreement
ocstoc Legal Agreements
This Commission Agreement can be used by a company availing the
services of an Agent who sells products and/ or services of the Company in
return of a commission paid to the Agent by the Company.
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Entire document © Docstoc, Inc., 2010, 2011
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Attorney Drafted
COMMISSION AGREEMENT
THIS COMMISSION AGREEMENT (hereinafter referred to as “Agreement”) is made as of
____ [Month] ____ [Date], 20____ [Year], by and between ______________________
[Instruction: Insert the name of company] ("Company"), with its principal offices at
___________________________________________ [Instruction: Insert the address of
company], and ___________________ [Instruction: Insert the name of agent] ("Agent"), with
its principal offices at _______________________________________________ [Instruction:
Insert the address of agent], (hereinafter referred to as "Party', or, collectively, as the "Parties').
WHEREAS, Company is engaged in the business of marketing and sale of certain products
and/or services and;
WHEREAS, Agent desires to sell Company's such products and/or services in accordance with
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, the Parties hereto agree as follows:
1. Employment: [Instruction: Choose any one clause below] Company hereby appoints
Agent as an authorized _________________, [Instruction: Choose the appropriate:
exclusive or non- exclusive] independent representative to sell and promote, products and/or
services provided by Company which are specified in Exhibit A (hereinafter referred to as
“Services”), in the territories described in Exhibit A, (hereinafter referred to as "Territory").
[Comment: Use this clause if you wish to appoint the Agent for selling and promoting
specific goods.]
OR
The Company appoints the Agent as its _________________ [Instruction: Choose the
appropriate exclusive or non-exclusive] independent representative for the following
purposes:
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___________________________________________________________________________
___________________________________________________________________________
[Comment: Use this clause if you wish to appoint the Agent to perform some specific
duties.]
2. Independent Contractor: This Agreement shall not render the Agent an employee, partner,
or joint venturer with the Company for any purpose. The Agent is and will remain an
independent contractor in his or her relationship with the Company. The Company shall not
be responsible for withholding taxes with respect to the Agent's compensation hereunder.
The Agent shall have no claim against the Company hereunder or otherwise for vacation pay,
sick leave, retirement benefits, social security, worker's compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any kind.
3. Commission: For the Agent's services, the Company shall pay the Agent the following
commission percentage: _______ (___ %) [Instruction: Insert the commission percentage,
e.g. Six (◊ 6%)] of the Agent's total sales.
___________________________________________________________________________
___________________________________________________________________________
__________________________________________________________________________.
[Instruction: Provide additional details if necessary.]
4. Reimbursement : [Instruction: Choose any one clause below]
As part of the compensation to the Agent, the Agent shall also be reimbursed for the
following expenses:
___________________________________________________________________________
[Instruction: Describe all expenses for which the Agent may be reimbursed.]
The Company shall not be obligated to reimburse the Agent for any additional expenses
incurred in the performance of services pursuant to this Agreement unless agreed in writing
by the Company in advance.
OR
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Agent shall bear any and all costs or expenses incurred during the performance under this
Agreement.
5. Terms and termination: [Instruction: Choose any one clause below]
[Comment: Under this clause both Parties can terminate this agreement]
This Agreement may be terminated by the written agreement of both Parties. In the event that
either Party shall be in default of its material obligations under this Agreement and shall fail
to remedy such default within ______ (__) [Instruction: Insert number of days, e.g. Sixty
(◊ 60)] days after receipt of written notice thereof, this Agreement shall terminate upon
expiration of the ______ (__) [Instruction: Insert number of days, e.g. Sixty (◊ 60)] days
period.
OR
[Comment: Under this clause parties can terminate this agreement after the completion
of the term of this agreement]
This Agreement shall commence as of the effective date and shall continue in full force and
effect for a period of _______ (___) [Instruction: Insert number of years, e.g. Four (◊ 4)]
years, and shall automatically renew for an additional _______ (___) [Instruction: Insert
number of years, e.g. One (◊ 1)] year period, unless either Party provides written notice of
non-renewal to the other party, not less than ______ (__) [Instruction: Insert number of
days, e.g. Sixty (◊ 60)] days prior to the expiration of term.
6. No Delegation: The rights and duties of Agent under this Agreement may not be assigned or
delegated without prior written consent of Company.
7. Agreement not to compete: During the term hereof, and for ___________ (___)
[Instruction: Insert number of months, e.g. Eighteen (◊18)] months thereafter, within the
geographical limit of _____________ [Instruction: Insert the County/Counties]
county/counties, in the state of Rhode Island the Agent shall not, directly or indirectly, enter
into, or in any manner take part in, similar business, profession, or other endeavor, which
competes with the Company.
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8. Warranty against prior existing restrictions: The Agent represents and warrants to the
Company that he is not a party to any agreement containing a non-competition clause or
other restriction with respect to:
a) The services that the Agent is required to perform hereunder.
b) The use or disclosure of any information directly or indirectly relating to the Company’s
business, or the services the Agent is required to render pursuant hereto.
9. Trade secrets: The Agent recognizes and acknowledges that it is essential to the Company
to protect the confidentiality of its trade information:
a) With respect to the Company’s special business techniques, analyses of the market,
forms, software programs, list of patrons, and all other information regarding
manufacture or distribution of products, the Agent acknowledges that all of such
information:
i. Belongs to the Company.
ii. Constitutes specialized and highly confidential information and not generally known
in the industry.
iii. Constitutes trade secrets of the Company.
b) The Agent thus agrees to act as a Trustee of such information and of any other
confidential information that he acquires in connection with his or her association with
the Company.
c) During the term hereof, and for ___________ (___) [Instruction: Insert number of
months, e.g. Fourteen (◊14)] months thereafter, the Agent shall not disclose such
information to any person, firm, association, or other entity for any reason or purpose
whatsoever, unless such information has already become common knowledge or unless
the Agent is required to disclose it by lawful judicial process. Agent shall immediately
notify Company of any actual or suspected unauthorized use or disclosure of confidential
information, and shall cooperate with Company in obtaining injunctive or other equitable
relief and in any suit for damages. If Agent receives a subpoena or other legal process
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seeking disclosure of confidential information, Agent shall immediately notify Company
and cooperate fully with Company in contesting such disclosure.
10. Notice: Any notice required or permitted under this Agreement or under state law shall be
deemed sufficiently given or served if sent by United States certified mail, return receipt
requested, addressed as follows:
If to Company: ________________________________________
_____________________________________
_____________________________________
_____________________________________
If to Agent: _____________________________________
_____________________________________
_____________________________________
_____________________________________
[Instruction: Insert addresses to be used to receive notice]
Company and Agent shall each have the right from time to time to change the place notice is
to be given under this paragraph by written notice thereof to the other party.
11. Electronic Notice: (Optional) [Comment: Keep this clause if you would like to accept
notice through emails]
Both the Parties hereby agree to send and accept notices mentioned under section 10 through
electronic emails. Below are emails provided by both Parties for the purpose of sending and
receiving notices:
Company email : _____________________________________
Agency email : _____________________________________
[Instruction: Insert email addresses to be used to receive notice]
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12. Severability: If any provision, paragraph, or subparagraph of this Agreement is adjudged by
any lawful court to be void or unenforceable, in whole or in part, such adjudication shall not
be deemed to affect the validity of the remainder of this Agreement. Any other provision and
paragraph is declared to be separable from every other provision, paragraph, and
subparagraph and constitutes a separate and distinct covenant.
13. Jurisdiction: The place of origin of this Agreement is the state of Rhode Island, and it shall
be governed in accordance with its laws. The lawful courts of the state of Rhode Island shall
be the forums for the resolution of any disputes arising hereunder. In the event that litigation
results from or arises out of this Agreement or the performance thereof, the Parties agree to
reimburse the prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other relief to
which the prevailing party may be entitled.
IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement on ____
[Month] ____ [Date], 20____ [Year]
For: COMPANY For: AGENT
Signed:_______________________________ Signed:_________________________________
Name: Name:
Title: Title:
Date: Date:
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EXHIBIT A
[Instruction: Insert a description of the service provided and the territory in which they will
be provided]
Services Territory
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