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.
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:
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.
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