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.