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Commission Agreement

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					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 under "Exhibit A,", such as the type of goods or services to be
sold, term, commission percentage, territory covered, and a non-competition clause.
This document is ideal for small businesses or other entities who want to compensate
their employees or agents on a commission basis.
                      COMMISSION AGREEMENT
       This Commission Agreement (this “Agreement”) is made and entered into on this
________ day of ____________, ______ [Instruction: Insert Date] (the “Effective
Date”) by and between ___________________ [Instruction: Insert Name of Principal]
of _______________________ [Instruction: Insert Address] (“Principal”) and
____________________ [Instruction: Insert Name of Agent] of ______________
[Instruction: Insert Address] (“Agent”).

       In consideration of the mutual agreements and covenants herein contained,
Principal and Agent hereby agree as follows:

1.     ENGAGEMENT

        Principal hereby engages Agent as its non-exclusive independent contractor sales
representative to perform Agent’s Services, as defined in the “Particulars of Agreement”
document attached hereto as Exhibit “A” and incorporated herein by reference, including,
but not limited to selling Principal’s Products (as defined in Exhibit “A”), throughout the
Territory (as defined in Exhibit “A”), throughout the duration of the Term (as defined in
Exhibit “A”). Agent hereby accepts such engagement based on the terms and conditions
enumerated in this Agreement.

2.     COMMISSION

       Provided that: (A) Agent is not in breach or default of any of its representations,
warranties, covenants, acknowledgements, agreements, or obligations hereunder and (B)
the Term has not been terminated, Agent shall be paid a Commission (as defined in
Exhibit “A”), based upon the net sales of the Principal’s Products sold by Agent.

3.     REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

       A.      Agent represents and warrants that to Principal that:

              i.     Agent is under no contractual or other restriction or obligation that
is inconsistent with Agent’s execution of this Agreement or that will interfere with
Agent’s performance of Agent’s Services.

              ii.      Agent will carry liability insurance (including malpractice
insurance, if warranted) relative to Agent’s Services performed for Principal.

            iii.      The execution and performance of this Agreement will not violate
any policies or procedures of any other person or entity for which Agent performs
services concurrently with those performed herein.

           iv.       Agent’s Services shall be performed in a competent fashion in
accordance with applicable standards of the profession and all of Agent’s Services are


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subject to final approval by a representative of Principal prior to payment. Agent shall
conduct Agent’s Services with the highest amount of professionalism and integrity.

        B.       Agent hereby indemnifies and holds harmless Principal, its subsidiaries,
and affiliates, and their officers and employees, from any damages, claims, liabilities, and
costs (including reasonable attorney’s fees), or losses of any kind or nature whatsoever
that may in any way arise from the Services performed by Agent hereunder, or any
breach or alleged breach by Agent of this Agreement, including the acknowledgements
and agreements set forth herein.

4.     RESTRICTIVE COVENANTS

        A.     Agent hereby agrees that, throughout the term of the Agreement and for a
period of ____________ (___) [Instruction: Insert Duration] years thereafter, whether
Agent’s termination hereunder was with or without good cause or for any or no cause, at
the option either of Agent or Principal, with or without notice, Agent shall not sell, or in
any way assist anyone else in selling, any products that directly compete with the
Products of Principal within the Territory, without the prior written consent of Principal.

        B.      Agent shall keep Principal’s business secrets, including but not limited to
customer, supplier, logistical, financial, research, and development information,
confidential and shall not disclose them to any third party without the prior written
consent of Principal. Notwithstanding the foregoing, the term “Confidential Information”
shall not include any information that: (i) can be demonstrated to have been in the public
domain or was publicly known or available prior to the date of the disclosure to Agent;
(ii) can be demonstrated in writing to have been rightfully in the possession of Agent
prior to the disclosure of such information to Agent by Principal; (iii) becomes part of the
public domain or publicly known or available by publication or otherwise, not due to any
unauthorized act or omission on the part of Agent; or (iv) is supplied to Agent by a third
party without binder of secrecy, so long as that such third party has no obligation to the
Principal or any of its affiliated companies to maintain such information in confidence.

        C.     Agent agrees that any breach by Agent of this paragraph would cause
irreparable damage to Principal, and, in the event of such breach, Principal shall have, in
addition to any and all remedies at law, the right to an injunction, specific performance,
or other equitable relief to prevent the violation or threatened violation of Agent’s
obligations hereunder.

5.     MISCELLANEOUS

        A.     Agent agrees that Agent’s Services will be rendered by Agent as an
independent contractor and that this Agreement does not create an employer-employee
relationship between Agent and Principal. Agent shall have no right to receive any
employee benefits including, but not limited to, health and accident insurance, life
insurance, sick leave and/or vacation. Agent agrees to pay all taxes including self-




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employment taxes due in respect of the Commission and to indemnify Principal in the
event Principal is required to pay any such taxes on behalf of Agent.

        B.     Any waiver by Principal of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of the same or any
other provision hereof. All waivers by Principal must be in writing.

        C.      This Agreement, along with the exhibit attached hereto, is an entire
document and supersedes any and all other agreements, either oral or in writing, between
the parties hereto. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, it will be severed from herefrom and the
remaining provisions shall nevertheless continue in full force and effect without being
impaired or invalidated in any way.

        D.     Principal shall have the right to assign its rights and obligations under this
Agreement to a party that assumes Principal’s obligations hereunder. Agent shall not
have the right to assign its rights or obligations under this Agreement without the prior
written consent of Principal. This Agreement shall be binding upon and inure to the
benefit of Agent’s heirs and legal representatives in the event of Agent’s death or
disability.

       E.     Headings and subheadings herein are for convenience only and shall not
be deemed to be a part of this Agreement.

        F.     This Agreement may be amended or modified, in whole or in part, only by
an instrument in writing signed by all parties hereto.

        G.     All notices required by these conditions to be in writing may be served by
letter or fax. Notices to a party shall be served upon that party’s address as set forth
above or upon such other address of which such party provides notice in writing.

      H.      This Agreement may be executed in two or more counterparts, each of
which shall constitute an original and all of which, together, shall be deemed a single
agreement.

        I.      This Agreement shall be construed in accordance with and governed for
all purposes by the laws of the State of __________ [Instruction: Insert State]
applicable to contracts executed and wholly performed within such jurisdiction. The
parties herein agree to submit to the personal jurisdiction and venue of federal and state
courts located in ________ County [Instruction: Insert County], State of
______________ [Instruction: Insert State]. 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 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 executed this Agreement as of the
day and year first above written.


PRINCIPAL:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


AGENT:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]




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                                    EXHIBIT “A”
                         PARTICULARS OF AGREEMENT


1.     Principal’s       Products:       ______________________________________
[Instruction: Insert Principal’s Products]

2.     Agent’s Services: Agent shall devote its attention, energies, and best efforts, as an
non-exclusive, independent contractor, sales representative for Principal and shall
perform the following duties:

       A.      Sell and promote the Principal’s Products throughout the Territory;

         B.     Conduct Agent’s business in Agent’s own name and be solely responsible
for all incidental expenses associated with selling Principal’s Products, without expense
reimbursement or allowance from Principal, including, without limitation, expenses
related to: advertising, telephone, travel, and entertainment cost;

       C.      Perform all necessary paperwork in a timely manner related to the sale of
Principal’s Products in Territory, including any and all order forms;

       D.      Maintain and increase the goodwill and reputation of the Principal;

      E.      Refuse to provide services to companies whose products are directly
competitive with Principal’s Products without Principal’s prior written consent; and

        F.      Perform such other and further duties as Principal may, from time to time,
specifically assign to Agent.

3.      Term: The term of this Agreement shall be effective upon the Effective Date and
shall continue until terminated by either party, with or without cause, upon ____ (__)
day’s written notice by one party to the other party.

4.     Territory: ______________________________________ [Instruction: Insert
Principal’s Territory]

5.  Commission: ______________________________________ [Instruction: Insert
Commission Schedule]




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DOCUMENT INFO
Description: 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 under "Exhibit A,", such as the type of goods or services to be sold, term, commission percentage, territory covered, and a non-competition clause. This document is ideal for small businesses or other entities who want to compensate their employees or agents on a commission basis.
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