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Pennsylvania Commission Agreement with Indemnity Provision

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Pennsylvania Commission Agreement with Indemnity Provision Powered By Docstoc
					Commission Agreement
                                                             with Indemnity Provision
ocstoc Legal Agreements




                          This Commission Agreement with Indemnity Provision is intended to 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, and includes an indemnity clause that protects the
                          Company and the Agent.




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                          © Copyright 2011 Docstoc Inc. registered document proprietary, copy not
                             Entire document © Docstoc, Inc., 2010, 2011
                                                                                                                               1
               COMMISSION AGREEMENT WITH INDEMNITY PROVISION


THIS COMMISSION AGREEMENT (hereinafter called as “Agreement”) is made as of ____
[Month] ____ [Date], 20____, 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 venture 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.



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                                                   OR
   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, the Agent shall not, directly or
   indirectly, enter into, or in any manner take part in, any business, profession, or other
   endeavor, which competes with the Company. Agent agrees that during the course of the
   Agreement and for a period of ___________ (___) [Instruction: Insert number of months
   e.g., eighteen (◊ 18). Please note that valid and reasonable non compete period varies
   from case to case basis however Pennsylvania Courts recognizes a period between one



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   and two years] months immediately following the expiration or termination of the
   Agreement for any reason, whether with or without good cause or for any or no cause, at the
   option either of the Company or the Agent, with or without notice, the Agent will not
   compete with the Company and its successors and assigns, without the prior written consent
   of the Company.


8. Indemnity:
   a) Agent shall indemnify and hold Company, its affiliates, and their respective officers,
       directors, agents and employees harmless of and from any and all claims or liability
       arising as a result of negligent, intentional or other acts of the Agent, its officers,
       directors, agents and employees.
   b) Company shall indemnify and hold Agent, its officers, directors, agents and employees
       harmless of and from any and all liability attributable solely to the negligent, intentional
       or other acts of Company.


9. 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.


10. 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.



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        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 three (◊3) [Instruction: Three years is a reasonable
       period under Pennsylvania precedents.] year 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 seeking disclosure of confidential information, Agent shall immediately
       notify Company and cooperate fully with Company in contesting such disclosure.


11. 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:                                 _____________________________________
                                               _____________________________________
                                               _____________________________________
                                               _____________________________________




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   [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.



12. 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 11 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]


13. 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.


14. Jurisdiction: The place of origin of this Agreement is the state of Pennsylvania, and it shall
   be governed in accordance with its laws. The lawful courts of the state of Pennsylvania and
   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.




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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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Description: This is an agreement between two parties where one party sells, distributes or advertises goods or services on the other party�s behalf. Upon the sale of the goods or services, the party whom sold, distributed or advertised the goods, receives a share of the profits based on a percentage. This particular agreement contains an indemnity clause whereby both parties agree to hold each other harmless for any act that results in liability. This document should be used by small businesses and other entities located in Pennsylvania who want to pay agents on a commission basis while protecting each other with an indemnity clause.
This document is also part of a package Essential Pennsylvania Legal Documents 86 Documents Included