[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-exclusive-commission-agreement-D12825":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"EXCLUSIVE COMMISSION AGREEMENT This Exclusive Commission Agreement (hereinafter \"Agreement\"), is made and effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUPPLIER NAME] (the \"Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: AGENCY 1.1 The company appoints the Agent as its exclusive Agent for the following purposes: [SPECIFY] INDEPENDENT CONTRACTOR 2.1 This Agreement shall not render the Agent an employee, partner or joint venturer with the Company for any purpose. The Agent is and will remain an independent contractor in his or her relationship to 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. DUTIES The following duties shall be required of the Agent: [SPECIFY] The Agent shall lack authority to bind the Company to any Agreement or Contract until the Agent obtains written consent from [Name of Individual] of the Company. INSURANCE The Agent will carry Liability Insurance (including malpractice insurance, if warranted) relative to any service that he/she performs for the Company. COMMISSION 5.1 For the Agent's services, the Company shall pay the Agent the following commission percentage: [SPECIFY] % of the Agent's total sales. EXPENSES 6.1 As part of the compensation to the Agent, the Agent shall be reimbursed for the following expenses: [SPECIFY] 6.2 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. TERM Unless renewed, this Agreement expires on [DAY/MONTH/YEAR] at [TIME]. RENEWAL This Agreement shall automatically renew on [DAY/MONTH/YEAR], unless either party gives [SPECIFY DAYS] days written notice to the other party of his or her intent not to renew. Notice shall be deemed sufficiently given or served if sent by certified mail, return receipt requested, addressed as follows: [SPECIFY NAME AND ADDRESS]",null,"Exclusive Commission Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/exclusive-commission-agreement-D12825.png","https://templates.business-in-a-box.com/imgs/250px/12825.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12825.xml",{"title":15,"description":6},"exclusive commission agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Exclusive Commission Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12825.png","https://templates.business-in-a-box.com/imgs/600px/12825.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Sales & Purchase","/templates/sales-and-purchase/",[35,39,43,47,51,55,59,63,67,71,75,79,83,103,118,132,147,161],{"label":36,"url":37,"thumb":38,"extension":10},"Exclusive Sales Agreement","/template/exclusive-sales-agreement-D12810","https://templates.business-in-a-box.com/imgs/250px/12810.png",{"label":40,"url":41,"thumb":42,"extension":10},"Exclusive Sollicitation Sales Commission Agreement","/template/exclusive-sollicitation-sales-commission-agreement-D1242","https://templates.business-in-a-box.com/imgs/250px/1242.png",{"label":44,"url":45,"thumb":46,"extension":10},"Exclusive Sales Territory Agreement","/template/exclusive-sales-territory-agreement-D12828","https://templates.business-in-a-box.com/imgs/250px/12828.png",{"label":48,"url":49,"thumb":50,"extension":10},"Non-Exclusive Sales Representative Agreement","/template/non-exclusive-sales-representative-agreement-D12813","https://templates.business-in-a-box.com/imgs/250px/12813.png",{"label":52,"url":53,"thumb":54,"extension":10},"Exclusive Importation and Sales Agreement","/template/exclusive-importation-and-sales-agreement-D1241","https://templates.business-in-a-box.com/imgs/250px/1241.png",{"label":56,"url":57,"thumb":58,"extension":10},"Exclusive Distribution Agreement","/template/exclusive-distribution-agreement-D1240","https://templates.business-in-a-box.com/imgs/250px/1240.png",{"label":60,"url":61,"thumb":62,"extension":10},"Commission Sales Agreement","/template/commission-sales-agreement-D532","https://templates.business-in-a-box.com/imgs/250px/532.png",{"label":64,"url":65,"thumb":66,"extension":10},"Commission Split Agreement","/template/commission-split-agreement-D12729","https://templates.business-in-a-box.com/imgs/250px/12729.png",{"label":68,"url":69,"thumb":70,"extension":10},"Exclusive Management Agreement","/template/exclusive-management-agreement-D12826","https://templates.business-in-a-box.com/imgs/250px/12826.png",{"label":72,"url":73,"thumb":74,"extension":10},"Exclusive Lease Agreement","/template/exclusive-lease-agreement-D12808","https://templates.business-in-a-box.com/imgs/250px/12808.png",{"label":76,"url":77,"thumb":78,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"label":80,"url":81,"thumb":82,"extension":10},"Exclusive Supply Agreement","/template/exclusive-supply-agreement-D13420","https://templates.business-in-a-box.com/imgs/250px/13420.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":101,"url":102},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[93,96,99],{"label":94,"url":95},"Human Resources","human-resources",{"label":97,"url":98},"Hire an Employee","hire-employee",{"label":18,"url":100},"business-legal-agreements","sales representative agreement","/template/sales-representative-agreement-D556",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":116,"url":117},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[113],{"label":114,"url":115},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":119,"descriptionCustom":6,"label":120,"pages":8,"size":9,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"REFERRAL FEE AGREEMENT This Referral Fee Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [REFERRER NAME] (the \"Referrer\"), an individual or a corporation with his main address at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, A. Company is in the business of [SPECIFY], B. Company desires to obtain certain introductory services described hereunder from the Referrer, C. Company agrees to engage the Referrer as an independent contractor to perform such Services and the Referrer hereby agrees to provide such services to the Company NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: APPOINTMENT The Company hereby appoints the Referrer to act as its sole and exclusive Referrer, for the purpose of providing the following Services [SPECIFY] to the Company: The Referrer shall provide the Services in accordance with the specifications and expectations established by the Company and the Referrer shall at all times observe and comply with all applicable federal and state or other laws and regulations. Referrer also undertakes to observe the highest professional standards in the performance of all services to be provided under this contract. INDEPENDENT CONTRACTOR The Referrer fully understands and accepts that he or she will perform his or her work as an independent contractor at his or her own expense and risk in order to obtain information on [SPECIFY] and submit it to the Company as a sales opportunity. DUTIES OF REFERRER Throughout the term of this Agreement, the Referrer shall make reasonable efforts to endorse and promote [COMPANY NAME] and its services. It may also refer and transmit potential customers (including, but not limited to, business acquaintances, customers and associates) for the [COMPANY NAME]'s Services. The Referrer will respect and comply with all current practices and procedures regarding the referral of clients to the Services. The Referrer may only claim compensation hereunder for customers with whom Referrer has had direct personal contact and to whom Referrer has directly approved and recommended the Services. Throughout the term of this Agreement, the Referrer undertakes not to recommend potential customers to any person or entity that offers products and services that are in competition with those offered by [COMPANY NAME]. If applicable, throughout the term of this Agreement, the Referrer undertakes to display all promotional items and relevant documentation related to [COMPANY NAME] products or services. COMPENSATION Under the terms of this agreement, the Company will pay the Referrer an intermediation fee for its services. This amount will be in the amount of [SPECIFY]. The above intermediation fees will be due in full by the Company, as from the moment of execution of the contract, i.e. the moment when the Company executes the terms of the contract with the Client introduced by the Referrer. Payment of this commission will be made no later than [SPECIFY] the day of the month following receipt of the invoice for fees related to the Services. PAYMENT CONDITIONS The referred customer is not a current customer of [COMPANY NAME] or a customer whom [COMPANY NAME] contacted before the date of the recommendation and to whom [COMPANY NAME] has undertaken sales and marketing efforts. Referral customers will not be considered accepted by the Company, and the Company will have no obligation to pay hereunder, unless an accepted contract is signed, or the service has been provided by one of the referrals. CONFIDENTIALITY In the course of performing the Services below, the Referrer may have access to certain confidential or proprietary information of the Company. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":140,"description":6},"non disclosure agreement nda",[142,143],{"label":18,"url":100},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[157,158],{"label":18,"url":100},{"label":18,"url":100},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":175},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":169,"description":6},"partnership agreement",[171,172],{"label":18,"url":100},{"label":173,"url":174},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",false,{"seo":178,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":252,"clauses":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":434,"comparisons":451,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":508,"classification":509},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Exclusive Commission Agreement Template (Free Word)","Free exclusive commission agreement template covering territory, commission rate, payment terms, exclusivity, and termination. Used in 190+ countries. Free Word and PDF download.","exclusive commission agreement template",[15,183,184,185,186,187,188],"commission agreement template word","sales commission agreement template","commission contract template free","exclusive agent commission agreement","commission agreement template download","sales rep commission agreement",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":176},"advanced",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"An Exclusive Commission Agreement is a legally binding contract between a company (the principal) and an agent, sales representative, or broker (the representative) that grants the representative the sole right to sell products or services within a defined territory or market segment in exchange for a commission. This free Word download covers exclusivity scope, commission rate and structure, payment terms, performance minimums, and termination — all in a single editable document you can export as PDF and execute immediately.\n","Use it when appointing an agent, distributor, or sales rep as your only authorized seller in a specific region or channel, and when you need enforceable obligations — including a minimum sales floor — on both sides. It is also appropriate when an existing informal sales arrangement needs to be formalized before disputes arise over territory overlap or commission calculations.\n","Parties and grant of exclusivity, defined territory and product scope, commission rate and calculation method, payment schedule and invoicing, performance minimums and review periods, representative's duties and conduct standards, intellectual property and confidentiality, termination triggers, and governing law.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Manufacturers and product companies","Appointing a single regional sales rep to distribute products in a new territory","persona-manufacturer",{"title":206,"use_case":207,"icon_asset_id":208},"SaaS and software founders","Engaging an exclusive channel partner to sell into a vertical the founder cannot reach directly","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Real estate and mortgage brokers","Formalizing an exclusive referral arrangement with a lead source or co-broker","persona-real-estate-agent",{"title":214,"use_case":215,"icon_asset_id":216},"Export and import businesses","Appointing a foreign agent as the sole authorized representative in a country or region","persona-international-employer",{"title":218,"use_case":219,"icon_asset_id":220},"Franchisors and licensors","Granting territory-exclusive rights to a master agent alongside a royalty or commission structure","persona-franchise-applicant",{"title":222,"use_case":223,"icon_asset_id":224},"Independent sales organizations","Securing written exclusivity from a principal before investing in market development","persona-agency",[226,230,234,237,240,244,248],{"situation":227,"recommended_template":228,"slug":229},"Appointing a non-exclusive sales rep who may also represent competing products","Commission Agreement (Non-Exclusive)","exclusive-commission-agreement-D12825",{"situation":231,"recommended_template":232,"slug":233},"Engaging a finder or referral source for a one-time introduction fee","Finder's Fee Agreement","referral-fee-agreement-D12730",{"situation":235,"recommended_template":105,"slug":236},"Engaging an independent contractor for broader project-based work with a commission component","independent-contractor-agreement-D160",{"situation":238,"recommended_template":56,"slug":239},"Distributing physical goods through an exclusive reseller rather than a commissioned agent","exclusive-distribution-agreement-D1240",{"situation":241,"recommended_template":242,"slug":243},"Hiring an in-house employee on a salary-plus-commission compensation plan","Employment Contract with Commission","temporary-employment-contract-D12734",{"situation":245,"recommended_template":246,"slug":247},"Appointing a real-estate agent as the sole listing broker for a property","Exclusive Listing Agreement","exclusive-listing-agreement-D13268",{"situation":249,"recommended_template":250,"slug":251},"Engaging a manufacturer's representative firm under a formal agency agreement","Sales Agency Agreement","sales-agency-agreement-D1254",[253,256,259,262,265,268,271,274,277,280,283],{"term":254,"definition":255},"Principal","The company or individual whose products or services the representative is authorized to sell under the agreement.",{"term":257,"definition":258},"Representative","The agent, broker, or sales rep who sells on behalf of the principal and earns commission on completed transactions.",{"term":260,"definition":261},"Exclusive Territory","The defined geographic area, industry vertical, or customer segment within which the representative has the sole right to solicit sales.",{"term":263,"definition":264},"Commission Rate","The percentage of a completed sale's value — or a fixed fee per unit — that the principal pays the representative as compensation.",{"term":266,"definition":267},"Performance Minimum","A contractually required minimum sales volume or revenue amount the representative must achieve within a defined period to retain exclusivity.",{"term":269,"definition":270},"Clawback","A provision requiring the representative to repay commissions already received if the underlying sale is subsequently cancelled, refunded, or reversed.",{"term":272,"definition":273},"Residual Commission","Commission earned on recurring revenue from customers the representative originally introduced — such as subscription renewals — paid beyond the initial sale.",{"term":275,"definition":276},"House Account","A customer or account the principal retains direct control over, typically excluded from the representative's commission entitlement regardless of territory.",{"term":278,"definition":279},"Tail Period","A defined window after termination during which the representative remains entitled to commission on deals that were in progress before the agreement ended.",{"term":281,"definition":282},"Non-Circumvention","A clause preventing the principal from bypassing the representative to deal directly with customers the representative introduced, avoiding the commission obligation.",{"term":284,"definition":285},"Indemnification","A contractual obligation by one party to cover the other's losses, liabilities, or legal costs arising from specified acts or omissions.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Grant of exclusivity and scope","Defines exactly what is exclusive — the territory, the product or service lines covered, and the customer segments included — and confirms that no other representative will be appointed in that scope.","Principal hereby grants Representative the exclusive right to solicit sales of [PRODUCT/SERVICE LINES] to customers located within [TERRITORY] ('Exclusive Territory'). Principal shall not appoint any other agent, distributor, or direct sales resource to solicit sales within the Exclusive Territory during the Term.","Defining territory by country name only without clarifying whether online sales to customers in that country are included — leaving a major revenue channel outside the exclusivity protection.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Commission rate and calculation","States the commission percentage or per-unit fee, the revenue base it is applied to (gross sale price, net of returns, or net of shipping and tax), and when commission is considered earned.","Principal shall pay Representative a commission of [X]% of the Net Sale Price of each Closed Transaction. 'Net Sale Price' means the gross invoice amount less returns, discounts, and applicable taxes. Commission is earned when the customer's payment is received and cleared by Principal.","Defining commission as a percentage of 'revenue' without specifying whether that is gross or net of refunds and discounts — creating recurring disputes on every invoice.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Payment schedule and invoicing","Sets out when commissions are paid (e.g., monthly, within 30 days of collection), how the representative must submit a commission statement, and what documentation the principal must provide.","Principal shall pay earned commissions within [30] days of the end of each calendar month in which the underlying payment is received. Principal shall provide Representative with a monthly commission statement showing all Closed Transactions, Net Sale Prices, and amounts due.","No obligation on the principal to provide a commission statement, leaving the representative with no way to verify the accuracy of payments or identify missing transactions.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Performance minimums and exclusivity review","Sets the minimum sales volume or revenue the representative must achieve in each period to retain exclusivity, and defines what happens if they miss — typically conversion to non-exclusive or termination.","Representative shall achieve minimum Net Sales of $[AMOUNT] per [calendar quarter / year] ('Performance Minimum'). Failure to meet the Performance Minimum in any two consecutive periods shall entitle Principal to convert this Agreement to a non-exclusive arrangement upon [30] days' written notice, or to terminate in accordance with Section [X].","Setting a performance minimum but no consequence for missing it — making the clause unenforceable and giving the principal no remedy short of full termination.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Representative's duties and conduct","Lists the representative's active obligations — prospecting, reporting, using approved materials, attending training, and complying with applicable laws — and prohibits conduct that could harm the principal's reputation.","Representative shall: (a) use commercially reasonable efforts to promote and solicit sales of the Products within the Exclusive Territory; (b) submit monthly activity reports by the [5th] of each month; (c) use only Principal-approved marketing materials; and (d) comply with all applicable laws in conducting sales activities.","Omitting a compliance obligation, which can expose the principal to liability for a representative's anti-bribery or data-protection violations in regulated markets.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Intellectual property and use of brand","Grants the representative a limited, non-transferable licence to use the principal's trademarks and marketing materials solely for authorized sales activities, and restricts any other use.","Principal grants Representative a non-exclusive, non-transferable licence during the Term to use Principal's trademarks, logos, and approved marketing materials solely for the purpose of promoting and selling the Products within the Exclusive Territory. Representative shall not modify, sublicence, or use the marks for any other purpose.","No IP licence clause at all, meaning the representative technically infringes the principal's trademark every time they use the brand name in a sales email or brochure.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Confidentiality","Prohibits both parties from disclosing the other's confidential information — pricing, customer lists, product roadmaps, and terms of the agreement itself — during and after the agreement.","Each party shall keep the other's Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent. 'Confidential Information' includes pricing, customer data, product specifications, and the terms of this Agreement. Obligations survive termination for [3] years.","Making confidentiality one-directional — protecting only the principal's data — when the representative also shares proprietary sales strategies and customer intelligence that warrant equal protection.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Tail period and post-termination commissions","Defines the window after termination during which the representative is still entitled to commission on deals that were in active negotiation before the end date.","For [90] days following termination of this Agreement ('Tail Period'), Representative shall be entitled to commission on any Closed Transaction with a customer to whom Representative submitted a written proposal or conducted a substantive sales meeting prior to the termination date, as documented in the final monthly activity report.","No tail period at all — meaning the principal can terminate days before a large deal closes and owe the representative nothing, destroying trust and inviting litigation.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Termination for cause and without cause","States the grounds for immediate termination (material breach, insolvency, illegal conduct) and the notice period required for termination without cause, along with post-termination obligations.","Either party may terminate this Agreement without cause on [60] days' written notice. Either party may terminate immediately for Cause, defined as: (a) material breach not cured within [15] days of written notice; (b) insolvency or bankruptcy; or (c) conviction of a crime involving moral turpitude. On termination, Representative shall cease all sales activities and return all Principal materials within [10] business days.","Defining 'cause' only as gross misconduct and omitting persistent failure to meet performance minimums — meaning the principal cannot terminate a chronically underperforming rep without triggering a full notice period and severance exposure.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — and where proceedings must take place.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to where the representative operates. Several jurisdictions — including EU member states and some Canadian provinces — apply local commercial agent protection laws regardless of the contract's choice-of-law clause.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify the parties with their full legal entity names","Enter the principal's registered corporate name and the representative's full legal name or entity name — not a trade name or personal nickname. Include each party's registered address and, where applicable, company registration number.","Confirm the representative's entity structure (sole trader, LLC, corporation) before filling in the parties block — the governing law and tax treatment differ significantly by entity type.",{"step":344,"title":345,"description":346,"tip":347},2,"Define the exclusive territory with precision","Specify the territory by country, state or province, postal code range, or named customer segment. Explicitly state whether online or e-commerce sales to customers in the territory are included or excluded.","If the territory is a country where commercial agency laws grant statutory protections (EU, UK), note this in the agreement and ensure termination provisions meet the statutory floor.",{"step":349,"title":350,"description":351,"tip":352},3,"List the covered products or services","Name each product line or service category in scope, using the same designations used in your price list or product catalogue. If only a subset of your offering is covered, list what is explicitly excluded.","Attach a Schedule A listing covered products by SKU or service code — this prevents ambiguity when new products launch mid-term.",{"step":354,"title":355,"description":356,"tip":357},4,"Set the commission rate and calculation base","Enter the commission percentage and define the base — gross invoice, net of returns, net of taxes, or net of shipping. Specify when commission is earned (on invoice, on payment receipt, or on customer acceptance).","Earned-on-payment terms protect principals from paying commission on deals that never settle; earned-on-invoice terms are more favorable to representatives — negotiate based on customer creditworthiness in the territory.",{"step":359,"title":360,"description":361,"tip":362},5,"Set the performance minimum and review cycle","Enter the minimum sales volume (in dollars or units) and the period it covers (quarterly or annual). Define the consequence of missing it — non-exclusive conversion or termination with notice.","Set the first-period minimum at roughly 60–70% of the representative's own forecast so there is room for ramp-up without triggering the penalty clause in Month 3.",{"step":364,"title":365,"description":366,"tip":367},6,"Define the tail period and house accounts","Enter the tail period duration (typically 60–120 days) and list any house accounts the principal is retaining directly. Both parties should initial the house account schedule at signing.","A 90-day tail is the market standard for most B2B sales cycles; extend to 180 days if the typical sales cycle for the product exceeds six months.",{"step":369,"title":370,"description":371,"tip":372},7,"Complete the termination notice and cure periods","Set the without-cause notice period (typically 30–90 days depending on territory investment), the cure period for material breach (typically 10–30 days), and post-termination obligations such as returning materials and transferring customer contact records.","In EU member states and the UK, statutory commercial agent compensation on termination can equal 1 year's average annual commission — confirm whether the contractual notice period meets the mandatory minimum before executing.",{"step":374,"title":375,"description":376,"tip":377},8,"Sign before any sales activities begin","Both parties must execute the agreement before the representative begins any sales activities or receives any confidential information. Post-execution backdating creates evidentiary problems; pre-execution disclosure of pricing or customer data creates unprotected exposure.","Use a dated cover page and have both parties initial every page, not just the signature block, to prevent disputed page substitutions.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Vague territory definition","Defining the territory as simply 'Europe' or 'the Southeast' invites disputes over which countries or states are included the moment the representative lands a cross-border deal.","List every included country, state, or postal code range explicitly, and address online sales to customers in the territory in a separate sub-clause.",{"mistake":384,"why_it_matters":385,"fix":386},"No performance minimum or toothless consequence","An exclusivity grant with no minimum sales floor locks the principal out of a territory indefinitely even if the representative makes no meaningful effort — sometimes called 'sitting on a territory'.","Set a quarterly or annual minimum with a tiered consequence: first miss triggers a performance improvement plan, second miss triggers conversion to non-exclusive, third miss triggers termination for cause.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting the tail period","Without a tail period, the principal can terminate the agreement the day before a large deal closes and legally owe no commission — creating a powerful incentive to time terminations opportunistically.","Include a 90-day tail covering any deal in active written proposal stage at termination, documented by the final monthly activity report.",{"mistake":392,"why_it_matters":393,"fix":394},"Ignoring statutory commercial agent protections","In the EU (Commercial Agents Directive), UK, and several Canadian provinces, commercial agents are entitled to compensation or indemnity on termination regardless of what the contract says — failing to account for this creates unexpected liability.","Identify the governing jurisdiction before drafting, review the applicable commercial agent statute, and either comply with or explicitly account for the mandatory minimum compensation formula.",{"mistake":396,"why_it_matters":397,"fix":398},"Commission defined on gross revenue without a returns or clawback provision","If a customer cancels a large order after commission has been paid, the principal has no contractual basis to recover the overpayment, and the representative faces no financial consequence for pushing marginal deals.","Define commission on net of returns and cancellations, include a clawback provision for commissions paid on transactions that reverse within 90 days, and apply clawback as a deduction from the next commission payment.",{"mistake":400,"why_it_matters":401,"fix":402},"No house account schedule","Without a documented house account list, the representative can credibly argue that any customer the principal services directly — even long-standing legacy accounts — falls within the exclusive territory and owes commission.","Attach a Schedule B listing all current house accounts by name at signing, and include a mechanism for the principal to designate new house accounts with 30 days' written notice to the representative.",[404,407,410,413,416,419,422,425,428,431],{"question":405,"answer":406},"What is an exclusive commission agreement?","An exclusive commission agreement is a legally binding contract that grants one agent, broker, or sales representative the sole right to sell a principal's products or services within a defined territory or market segment in exchange for a commission on completed sales. Unlike a non-exclusive arrangement, the principal commits not to appoint competing representatives in the same scope, giving the representative a protected market in which to invest time and resources.\n",{"question":408,"answer":409},"What is the difference between an exclusive and a non-exclusive commission agreement?","In an exclusive arrangement, the principal cannot appoint any other agent in the defined territory for the covered products — the representative has a monopoly on that sales channel. In a non-exclusive arrangement, the principal retains the right to appoint other representatives or sell directly in the same territory. Exclusive agreements typically include performance minimums to ensure the representative actively develops the territory; non-exclusive agreements generally do not.\n",{"question":411,"answer":412},"Do I need a lawyer to draft an exclusive commission agreement?","For straightforward domestic arrangements with a single territory and a clear commission structure, a well-drafted template is typically sufficient. Legal review is strongly recommended when the representative operates in a jurisdiction with statutory commercial agent protections (EU, UK, Quebec), when the commission exposure exceeds $50,000 per year, when the agreement includes equity-like economics such as residual commissions, or when the representative will have access to sensitive customer data or trade secrets.\n",{"question":414,"answer":415},"What commission rate is standard in an exclusive commission agreement?","Commission rates vary significantly by industry and product margin. Manufacturing and industrial products typically run 3–10% of net sale price. SaaS and software products often run 10–20% of annual contract value. Real estate and financial services referral arrangements range from 1–3% of transaction value. The key factor is whether the representative is the only revenue driver or whether the principal provides significant sales support — higher principal involvement justifies lower commission rates.\n",{"question":417,"answer":418},"What happens to commissions when the agreement is terminated?","Commissions on deals that closed before termination are almost always owed in full. The tail period clause governs deals that were in active negotiation at termination — a well-drafted agreement pays commission on proposals submitted before the end date that close within an agreed window (typically 60–120 days). In jurisdictions with statutory commercial agent protections, the representative may also be entitled to a compensatory indemnity payment regardless of what the contract says about post-termination amounts.\n",{"question":420,"answer":421},"Can the principal sell directly into the exclusive territory?","Only if the agreement explicitly permits it. Unless the contract carves out a direct-sales right or designates house accounts, a principal who sells directly into the exclusive territory technically breaches the exclusivity grant — triggering a commission obligation on those sales and potentially a damages claim. The agreement should explicitly list house accounts and any direct-channel exceptions at signing.\n",{"question":423,"answer":424},"What is a performance minimum and why does it matter?","A performance minimum is the contractually required sales volume — in dollars, units, or number of closed transactions — the representative must achieve in each period to retain their exclusive rights. It protects the principal from a representative who accepts exclusivity but makes little effort to develop the territory. Typical performance minimums are set quarterly or annually and trigger a conversion to non-exclusive or a termination right if missed for two consecutive periods.\n",{"question":426,"answer":427},"Are exclusive commission agreements enforceable in all jurisdictions?","Generally yes, but enforceability and terms vary significantly. In the US, courts typically enforce reasonable exclusivity and non-circumvention clauses under state contract law. In the EU and UK, commercial agents are entitled to statutory compensation or indemnity on termination under the Commercial Agents Directive and its domestic implementations — regardless of the contract's terms. In Canada, courts have voided contractual termination provisions that fall below common-law reasonable notice standards for long-tenured agents.\n",{"question":429,"answer":430},"What is a clawback clause and should I include one?","A clawback clause requires the representative to repay commissions already received if the underlying sale is subsequently cancelled, refunded, or reversed within a defined period — typically 60–90 days. It is strongly recommended for industries with high return rates or long credit cycles. Rather than requiring a cash repayment, most agreements implement clawbacks as a deduction from the next commission payment, which is simpler to administer and less likely to generate disputes.\n",{"question":432,"answer":433},"What is a non-circumvention clause?","A non-circumvention clause prevents the principal from bypassing the representative to deal directly with customers the representative introduced, thereby avoiding the commission obligation. It is particularly important in arrangements where the representative generates leads or builds relationships that the principal could easily exploit after termination. The clause should specify the duration of protection — typically 2–3 years — and define which customer introductions qualify.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Manufacturing and industrial","industry-manufacturing","Regional manufacturer's representatives appointed to cover specific states or countries, with product-line exclusivity, minimum order volumes, and technical training obligations built into the agreement.",{"industry":440,"icon_asset_id":441,"specifics":442},"SaaS and technology","industry-saas","Channel partner or reseller exclusivity by vertical or geography, with residual commission on annual renewals, demo environment access, and co-marketing obligations as representative duties.",{"industry":444,"icon_asset_id":445,"specifics":446},"Real estate and financial services","industry-real-estate","Exclusive referral and co-brokerage arrangements with defined commission splits on transaction value, tail periods calibrated to multi-month deal cycles, and strict anti-circumvention provisions.",{"industry":448,"icon_asset_id":449,"specifics":450},"Import, export, and international trade","industry-international-trade","Foreign agent exclusivity by country, compliance with local commercial agent laws (especially EU Commercial Agents Directive), termination indemnity calculations, and currency and payment method specifications.",[452,456,459,461],{"vs":453,"vs_template_id":454,"summary":455},"Non-Exclusive Commission Agreement","D{NON_EXCLUSIVE_COMMISSION_ID}","A non-exclusive commission agreement allows the principal to appoint multiple representatives in the same territory and sell directly alongside them. It suits principals who want broad market coverage without locking a territory to one rep. An exclusive agreement is appropriate when the representative is making a significant investment in developing the territory and needs protected upside to justify that cost.",{"vs":56,"vs_template_id":457,"summary":458},"exclusive-distribution-agreement-D12745","An exclusive distributor buys and resells products in their own name, taking title to inventory and bearing the credit risk of their customers. An exclusive commission agent never takes title — they introduce buyers and earn a commission when the principal closes the deal. The commercial agent model keeps the principal in the customer relationship; the distributor model transfers it entirely.",{"vs":105,"vs_template_id":236,"summary":460},"An independent contractor agreement governs a broad service relationship — it may include commission as one compensation element among many. An exclusive commission agreement is purpose-built for a sales-only relationship where commission is the sole compensation and the exclusivity grant is the central commercial term. Using a generic contractor agreement for a commissioned sales arrangement typically leaves exclusivity, performance minimums, and tail periods unaddressed.",{"vs":250,"vs_template_id":462,"summary":463},"sales-representative-agreement-D12794","A sales agency agreement governs the appointment of an agent to sell on the principal's behalf, but does not necessarily grant exclusivity — the agent may represent competing products or operate alongside other agents in the same market. An exclusive commission agreement adds the exclusivity grant as a core commercial obligation and typically includes the performance minimum and territory-protection provisions that a standard agency agreement omits.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Domestic single-territory appointments with straightforward commission structures and annual exposure below $50,000","Free","30–60 minutes",{"best_for":470,"cost":471,"time":472},"Cross-border or multi-territory arrangements, commission exposure above $50,000 annually, or representatives in EU or UK jurisdictions with statutory agent protections","$400–$900","2–5 days",{"best_for":474,"cost":475,"time":476},"Complex multi-territory exclusivity with equity-like residuals, regulated industries, or international agents where commercial agent compensation laws create material termination liability","$1,500–$5,000+","1–3 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","Exclusive commission agreements are governed by state contract law, with no single federal statute specifically regulating commercial agents. Several states — including California, Illinois, and New York — have sales representative protection statutes that impose mandatory commission payment timelines and treble-damage penalties for late payment after termination. Confirm whether the representative's state of operation has such a statute before finalizing payment terms.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Canadian courts apply common-law reasonable notice principles to agent termination; contractual notice periods that are shorter than what a court would find reasonable for a long-tenured agent can be voided. Ontario and British Columbia have specific protections for certain classes of sales agents. Quebec is a civil-law jurisdiction where the Civil Code of Quebec governs agency relationships — French-language contract requirements apply for provincially regulated businesses operating in Quebec.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 apply to agents who sell goods on behalf of a principal as a self-employed intermediary. They entitle qualifying agents to a compensatory indemnity or compensation payment on termination — potentially up to one year's average annual commission — regardless of the contractual termination terms. Service-industry and digital-product agents may fall outside the Regulations' scope; confirm applicability before drafting.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC), implemented in all member states, grants commercial agents mandatory rights to compensation or indemnity on termination, minimum notice periods, and the right to a commission statement. These rights cannot be waived by contract. The choice-of-law clause is typically ineffective against these mandatory protections if the agent operates in an EU member state. Germany, France, and Italy each have additional national provisions that extend or modify the Directive's baseline.",[239,499,236,233,500,501,502,503,504,505,506,507],"sales-representative-agreement-D556","non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","partnership-agreement-D12551","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","employment-agreement_at-will-employee-D541","joint-venture-agreement-D889","advertising-agency-agreement-D1223",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":100,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"sales-and-purchase","agreement","general","all-stages",[515,516,517,518,519],"commission","contract","sales-agreement","exclusivity","agent-agreement",0.95,"\u003Ch2>What is an Exclusive Commission Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Exclusive Commission Agreement\u003C/strong> is a legally binding contract between a principal — the company that owns the product or service — and a representative, agent, or broker who is granted the \u003Cstrong>sole right\u003C/strong> to sell that product or service within a defined territory or market segment. In exchange for exclusivity, the representative earns a commission on each completed sale and typically accepts a minimum performance obligation. The agreement governs every commercial and legal dimension of the relationship: the exact scope of the exclusive grant, how commission is calculated and when it is paid, what the representative must do to develop the territory, and how either party can exit without triggering a dispute over unpaid commissions or misappropriated customers.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written exclusive commission agreement, both sides of the arrangement are exposed to significant financial and legal risk. A principal who verbally promises exclusivity and then appoints a second agent in the same region faces a damages claim with no contractual defense. A representative who invests months building customer relationships in a new territory has no enforceable protection against the principal selling directly to those same customers the day before a large deal closes. Commission disputes — the most common cause of commercial agent litigation — almost always arise because the calculation base, the payment trigger, or the tail period after termination was never written down. This template closes all of those gaps in a single document, giving both parties a precise, enforceable record of what was agreed before any sales activities begin and any confidential information changes hands.\u003C/p>\n",1781185948771]