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 particular agreement should
be used for independent contractors, not employees. This document has many
customizable clauses, such as the type of goods or services to be sold, term,
commission percentage, and a non-competition clause. This document is ideal for
small businesses or other entities that want to compensate independent contractors on
a commission basis.
COMMISSION AGREEMENT FOR INDEPENDENT
THIS COMMISSION AGREEMENT (the “Agreement”), is made this ____ day of
___________, 2___, by and between ______________________, with an address of
___________________ (the “Company”) and _____________________, with an address of
______________________ (the “Independent Contractor”) hereinafter collectively referred to as
WHEREAS the Company is engaged in the business of _________________________;
AND WHEREAS the Independent Contractor is in the business of and has knowledge of
______________ and all of the necessary skills and qualifications ancillary thereto (the
NOW THEREFORE, in consideration of the mutual benefits and obligations of the
Parties set forth in this Agreement, the Company hereby retains the Independent Contractor to
subject to the following terms and conditions:
INDEPENDENT CONTRACTOR’S SERVICES
1.1 Company retains Independent Contractor to perform the Services as described in
Schedule A attached hereto.
1.2 The Services shall be performed by the Independent Contractor in a timely and
professional like manner. The Independent Contractor’s right to a commission will arise from
the completion of the Services satisfactory to the Company.
2.1 Commission. As payment for the Services to be rendered to Company, Independent
Contractor shall receive a Commission of _________ (____%) percent based on [Insert the basis
of the commission, for example, the total gross revenue generated by sales by Independent
Contractor or based on Company’s gross revenue during a fixed period of time, etc.].
2.2 Payment of Commission. On a (weekly, bi-monthly, or monthly) basis, Company shall
render a statement of account to Independent Contractor together with the payment of all
Commission then due and payable.
2.3 Expenses. The Company and the Independent Contractor shall each pay their own
respective expenses involved in the performance of their respective duties under this Agreement.
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2.4 Audit Rights. Independent Contractor will have two (2) years from date of receipt of a
statement of account to object to same and one (1) year thereafter to bring suit. Independent
Contractor may request an audit of Company’s books and records related to the Commission by
giving Company a minimum of two (2) weeks written notice. The audit shall be held at
Company’s principal place of business as set forth above. Only one accounting shall be
permitted per calendar year. In the event that an audit reveals a discrepancy of more than five
percent (5%), Company shall be responsible to bear the costs of the audit and shall remit the
payment to Independent Contractor immediately upon its receipt of an invoice.
3.1 The rights and obligations of the Parties shall commence on the date first set forth above,
and shall terminate at midnight on the ______ day of ________________, 2____, save and
except for the confidentiality obligations as set forth in Article 4 hereof which shall survive
indefinitely and the Company’s obligations to pay the commission pursuant to Articles II of this
4.1 Confidentiality Obligations. During the term of this Agreement and thereafter, the
Independent Contractor and/or its representatives, contractors and/or employees (hereinafter,
collectively referred to in this Article IV as the “Independent Contractor”) shall maintain in
confidence and use only for purposes of this Agreement any information or documentation
which the Company marks “Confidential” (collectively the “Confidential Information”). To the
extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights
under this Agreement, the Independent Contractor may disclose Confidential Information which
it is otherwise obligated under this Article not to disclose to its affiliates, on a need-to-know
basis, on condition that such entities or persons agrees to keep the Confidential Information
confidential for the same time periods and to the same extent as the Independent Contractor is
required to keep the Confidential Information confidential.
4.2 Limitations on Usage. Except as expressly authorized by this Agreement or by other
prior written consent of the Company, for the term of this Agreement and thereafter, the
Independent Contractor shall not deliver, transmit or provide to any person other than as
permitted under this Agreement, and shall not use any of the Confidential Information, or
authorize, cause or aid anyone else to do so. Except as permitted in this Agreement, nothing
shall be deemed to give the Independent Contract any right or license to use or to replicate or
reproduce any of the Confidential Information, or to authorize, aid or cause others to do so.
4.3 Survival. The covenants set forth in this Article IV shall survive the termination of this
Agreement and continue in full force and effect thereafter.
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4.4 Breach and Associated Loss. The Independent Contractor acknowledges that a breach
of this Article IV would cause the Company to suffer 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 Company 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 Company and notwithstanding that damages may be readily quantifiable and the
Independent Contractor covenants that it will not plead sufficiency of damages as a defense to any
proceeding for such injunctive relief brought by the Company.
5.1 Binding Effect; Benefits. 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.
5.2 Governing Law/Jurisdiction. 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
_______________. 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
______________ 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 conclusive and
binding upon it. In any suit regarding the Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees and costs.
5.3 Entire Agreement. 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.
5.4 Modification of Agreement. Any modification to this Agreement must be in writing,
signed by the Parties or it shall have no effect and be void.
5.5 Headings. 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 this Agreement.
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5.6 Execution and Delivery of Agreement. 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 executed.
5.7 Severability. 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.
5.8 Assignment. Neither party may assign, transfer or delegate any of its rights or
obligations hereunder without the prior written consent of the other party.
5.9 Notices. 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 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 above.
Notices to the Company shall be sent to:
PERSONAL AND CONFIDENTIAL
and in the case of a notice to the Independent Contractor addressed to him/her at:
PERSONAL AND CONFIDENTIAL
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day
and year first written above.
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DESCRIPTION OF SERVICES
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