A Commission Agreement 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 document has many
customizable clauses, such as the type of goods or services to be sold, term,
commission percentage, date of payment, and a non-competition clause. This
document is ideal for small businesses or other entities that want to compensate their
employees on a commission basis.
This Commission Agreement (herein referred to as the “Agreement”) is made and entered into
this ___ day of ____________, 20___ (herein referred to as the “Effective Date”), by and
between ___________________________________ (herein referred to as the “Agent”) whose
offices are located at _________________________________ and ________________________
(herein referred to as the “Client”) whose offices are located at _______________________,
hereinafter collectively referred to as the “Parties”.
WHEREAS the Client desires to retain the Agent to sell and market the goods listed on Schedule
“A” attached hereto (the “Goods”).
AND WHEREAS the Agent wishes to sell and market the Goods on behalf of the Client in
return for a commission fee (the “Commission”).
NOW, THEREFORE in consideration of the foregoing and of the mutual promises and
covenants contained herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties hereto agree as follows:
1.01 The Client and the Agent hereby agree that the Client shall retain the Agent to sell and
market the Goods on behalf of the Client and the Agent shall have the (non-exclusive/exclusive)
right to sell and market the Goods on behalf of the Client.
1.02 The Agent hereby agrees that he/she shall sell and market the Goods in the following
territories (the “Territories”) and the Agent hereby further agrees that he/she shall not attempt at
any time to sell or market the Goods in any territories outside of the Territories listed hereunder:
1.03 The Agent shall sell and market the Goods to the best of his/her abilities and shall
provide to the Client, upon written request, details of the Agents efforts in the sale and marketing
of the Goods.
1.04 The Agent shall at all times, identify himself/herself as a duly authorized and appointed
Agent of the Client for the purposes of selling or marketing the Goods.
1.05 The Agent shall sell and market the Goods at the prices set by the Client, and at no time
shall the Agent sell the Goods for any other price(s), unless specified by the Client to the Agent
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2.01 The Client and the Agent hereby agree that the term of this Agreement (the “Term”) shall
commence on the Effective Date, and shall continue for a period of __________ (___)
months/years, ending on the ____ day of ____________, 20__.
3.01 The Client shall pay to the Agent, commission (“Commission”) at the rate of _________
(____%) of the selling price of the Goods, exclusive of any and all applicable taxes, upon full
payment of the Goods purchased.
3.02 The Client hereby agrees that it shall pay the Commission to the Agent on a monthly
basis, on or before the _____ day of each and every month, by way of certified check, money
order, wire transfer, direct deposit, or by such other means as the Client and the Agent in writing
3.03 The Client and the Agent hereby agree that the Agent shall not be entitled to any
compensation for any services or expenses incurred in connection with this Agreement, other
than as set out herein.
4.01 For the duration of this Agreement, the Client at its sole cost, shall supply to the Agent,
any materials relating to the Goods to be sold and marketed to aid the Agent.
V. INTELLECTUAL PROPERTY RIGHTS
5.01 The Agent hereby acknowledges and agrees that he/she will not hold any intellectual
property rights in or to any of the Goods and that Client owns all intellectual property rights to
6.01 The Agent hereby agrees that he/she shall not at any time for the duration of this
Agreement, sell or market any other goods for any other third party, that are similar or may be
confused with the Goods sold by the Client. [Optional]
6.02 The Client and the Agreement hereby agree that the provisions of Article 6.01 shall
survive for a period of _______ (___) months/years upon the termination of this Agreement.
7.01 Either Party has the right at to terminate this Agreement if the other Party breaches or is
in default of any of its obligations contained herein, and such default is incapable of cure or
which, being capable of cure has not been cured by the breaching Party within _______ (___)
days after receipt of notice of such default.
7.02 In the event that a Party becomes bankrupt or insolvent or is subject to any proceedings
under any bankruptcy, receivership or insolvency laws, whether domestic for foreign, the other
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Party may terminate this Agreement by written notice which shall be effective immediately
without further compensation to either Party .
7.03 In the event that either Party is unable to perform any of its/his/her obligations hereunder,
or to enjoy any of its/his/her benefits due to a natural disaster or communications failure which is
not the fault of the affected Party, the Party who has been so affected shall immediately give
notice to the other Party and shall do and commence all reasonable actions to resume its/his/her
performance under this Agreement.
7.04 Should this Agreement terminate for any reason whatsoever, the Agent hereby agrees to
return to the Client immediately, any and all documentation and Goods in its/his/her possession
that is the property of the Client.
8.01 The Agent hereby acknowledges and agrees that he/she is an independent contractor with
respect to the services to be performed and at no time or times shall be considered an employee
of the Client.
8.02 The Agent hereby agrees that at no time shall the Client provide, including but not
limited to, medical or dental benefits to the Agent or any other employee benefits that would be
normally extended to an employee.
9.01 The Agent hereby agrees that he/she will not knowingly provide or distribute any
confidential information of the Client to any third party, including but not limited to, any
9.02 During the Term of this Agreement and thereafter, the Agent and/or his/her
representatives, contractors and/or employees shall maintain in confidence and use only for
purposes of this Agreement any information or documentation which the Client marks
“Confidential”. To the extent it is reasonably necessary or appropriate to fulfill his/her
obligations or exercise his/her rights under this Agreement, the Agent may disclose confidential
information which he/she is otherwise obligated under this Article not to disclose to his/her
affiliates and to prospective buyers, on a need-to-know basis, on condition that such entities or
persons agree to keep the confidential information confidential for the same time periods and to
the same extent as the Agent is required to keep the confidential Information confidential.
9.03 The confidentiality provisions of this Agreement shall remain in full force and effect for a
period of ___________ (___) years after the termination of this Agreement.
9.04 The Agent hereby acknowledges that a breach of this Article 9 would cause the Client to
suffer a loss which could not be adequately compensated for by damages and consents that in
addition to any other remedy or relief available to it, the Client may enforce the performance of
this Article by injunction or specific performance upon application to a court of competent
jurisdiction without proof of actual damages to the Client and notwithstanding that damages may
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be readily quantifiable and the Agent covenants that it will not plead sufficiency of damages as a
defense to any proceeding for such injunctive relief brought by the Client.
X. DISPUTE RESOLUTION
10.01 The Parties hereto shall endeavor to resolve any differences of opinion which may arise
between them with respect to the provisions of this Agreement by negotiation between
themselves personally or with the assistance of their attorneys and unless in the opinion of any
party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being
addressed otherwise, no party shall commence any public proceedings until the negotiations have
failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties
hereby agree to make themselves available on short notice and to negotiate promptly and in good
faith, any matter any party may wish to negotiate.
10.02 The Parties agree to obtain the assistance of a mediator should any party be of the opinion
that the assistance of a mediator would assist in an expeditious and amicable resolution of the
matter in dispute. The costs of any such mediator shall be shared equally by all of the Parties
involved in the dispute.
10.03 If negotiations are conducted with the assistance of a mediator and no agreement is
reached, the mediator shall be instructed to proffer no opinion as to the position maintained by
any party and to make no report unless directed to do otherwise, in writing, by all of the Parties.
10.04 The Parties hereto agree that no report of anything said or of any admission or
communication made in the course of the negotiations or mediation hereinbefore described shall
be used as evidence or shall otherwise be admissible in any legal proceeding, except with the
consent, in writing, of all of the Parties.
10.05 If in the opinion of any party, acting reasonably, it is unlikely to expect the matter in
dispute as between the Parties to be resolved by continued negotiations or continued mediation
as hereinbefore provided, or if the matter is of such a significant nature to warrant it being
addressed otherwise, then the matter in dispute shall be submitted to and shall be subjected to
binding arbitration pursuant to the rules of the American Arbitration Association. The prevailing
party shall be awarded reasonable attorneys’ fees and costs.
10.01 Each of the Parties in any suit, action or proceeding arising out of or relating to this
Agreement, irrevocably (i) submits to the jurisdiction of the state courts of the State of [Insert
Name of State] over any suit, action or proceeding arising out of or relating to this Agreement,
(ii) waives to the fullest extent enforceable under applicable law any objection which it may now
or hereafter have to the above venue of any such suit, action or proceeding and any claim that
any such suit, action or proceeding brought in such Court has been brought in an inconvenient
forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it
may now or hereafter have to the above mentioned Court having jurisdiction of the Parties hereto
and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any
such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be
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conclusive and binding upon it. In any suit regarding the Agreement, the prevailing party shall be
entitled to reasonable attorneys’ fees and costs.
XI. SUCCESSORS AND HEIRS
11.01 This Agreement shall inure to the benefit of the Parties hereto and shall be binding upon
the Parties hereto and their respective heirs, executors, representatives, successors, and assigns.
Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the Parties hereto or their respective heirs, executors,
representatives, successors, and assigns any rights, remedies, obligations, or other liabilities
under or by reason of this Agreement.
XII. GENERAL PROVISIONS
12.01 This Agreement shall be construed as to both validity and performance and enforced in
accordance with and governed by the laws of the State of [Insert Name of State].
12.02 This Agreement shall constitute the entire agreement between the Parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding on either party to this Agreement except to the extent incorporated in this Agreement.
12.03 Any modification to this Agreement must be in writing, signed by the Parties or it shall
have no effect and be void.
12.04 The headings utilized in this Agreement are for convenience only and are not to be
construed in any way as additions to or limitations of the covenants and agreements contained in
12.05 This Agreement may be executed in several counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall constitute one
and the same instrument and shall be effective as of the formal date hereof. This Agreement may
be executed and transmitted via e-mail and/or facsimile transmission and in such event shall be
effective and binding on the Parties hereto and their successors and assigns as if originally
12.06 If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, such provision shall not affect the other provisions, but such unenforceable
provision shall be deemed modified to the extent necessary to render it enforceable, preserving to
the fullest extent permissible the intent by the Parties set forth therein.
12.07 Neither party may assign, transfer or delegate any of its rights or obligations hereunder
without the prior written consent of the other party.
12.08 Any notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be sufficiently given or made by delivery or by post or
by telecopy or similar facsimile transaction (with confirmation of accurate or complete
transmission obtained by sender) or by other electronic means of communication to the
respective Parties. Any notice so given shall be deemed conclusively to have been given and
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received when so personally delivered or posted or so telecopied, transmitted, except that any
notice delivered after 5:00 p.m. on the date prior to a non-business day shall be deemed to have
been received at 9:00 a.m. on the first business day following delivery. Any party may change
its address, facsimile transmission number by notice to the other of them in the manner set out
Notices to the Client shall be sent to:
PERSONAL AND CONFIDENTIAL
Fax: (___) _________________
with a copy to:
Fax: (___) _________________
Notices to the Agent shall be sent to:
PERSONAL AND CONFIDENTIAL
Fax: (____) ________________
with a copy to:
Fax: (____) _______________
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the
date first above written,
DATED this ____day of ____________, 20___.
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