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 that
want to pay employees or agents on a commission basis while protecting each other
with an indemnity clause.
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
The Company appoints the Agent as its _________________ [Instruction: Choose the
appropriate exclusive or non- exclusive] independent representative for the following
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[Comment: Use this clause if you wish to appoint the Agent to perform some specific
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
[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.
Agent shall bear any and all costs or expenses incurred during the performance under this
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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
[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 ________________ Courts recognizes a period between
one 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
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compete with the Company and its successors and assigns, without the prior written consent
of the Company.
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
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
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c) During the term hereof, and for three (3) [Instruction: Three years is a reasonable
period under ________________ 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: _____________________________________
[Instruction: Insert addresses to be used to receive notice]
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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
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 ________________, and it
shall be governed in accordance with its laws. The lawful courts of the state of
________________ 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]
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For: COMPANY For: AGENT
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[Instruction: Insert a description of the service provided and the territory in which they will
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