[{"data":1,"prerenderedAt":532},["ShallowReactive",2],{"document-exclusive-sollicitation-sales-commission-agreement-D1242":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":531},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"EXCLUSIVE SOLICITATION/SALES COMMISSION AGREEMENT This Exclusive Solicitation/Sales Commission Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [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] AND: [COMPANY NAME] (the \"Representative\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH THAT, in consideration of the mutual convenience and undertakings hereinafter set forth, the parties hereto agree as follows: 1. OBJECT The Company hereby grants to Representative the sole and exclusive right to solicit and collect orders for the purchase of such company products described in Schedule A attached hereto (hereinafter referred to as \"Products\") from the customers listed in Schedule B attached hereto (hereinafter referred to as \"Customers\") within the geographic area described in Schedule C attached hereto (hereinafter referred to as the \"Territory\"). 2. TERM This Agreement covers a period beginning [DATE], and terminating on [DATE]. Upon the expiry of this term, it shall be renewed automatically for an additional period of [NUMBER] years and thence similarly from year to year thereafter unless one party has given written notice to the other at least one month before the renewal date of its intention to terminate this Agreement. This Agreement may also be terminated in accordance with Section 12 hereof. 3. BEST EFFORTS Representative agrees that its employee(s) will use his (their) best efforts to actively promote and increase the sale of the Products in the Territory and more specifically to reach the forecast listed in Schedule D hereto attached. 4. PROMOTIONAL MATERIALS The Company shall supply Representative, on request, copies of all materials describing or advertising the Products. Representative shall not distribute any other promotional materials than those furnished by the Company. 5. PRICES The Products shall be sold by the Representative at prices shown on a price list to be furnished by the Company to the Representative, which price list may be amended from time to time by the Company. 6. PRODUCTS OF OTHER MANUFACTURERS It is understood by the parties that Representative may continue to solicit orders for, sell, or otherwise distribute the products of other manufacturers subject to the following terms and conditions: Attached hereto as Schedule E, is a list and a description of the products presently promoted, sold or otherwise distributed by Representative. Representative shall not, without the Company's prior written consent, which may be withheld at the Company's entire discretion, promote, solicit orders, sell or otherwise distribute, directly or indirectly, a product not specified in Schedule E. 7. PURCHASE ORDERS 7.1 All purchase orders received by Representative shall be submitted to the Company forthwith. Purchase orders shall specify the particular products, the quantity thereof required and the date of required delivery thereof. 7.2 Any purchase order received by the Company may be refused or accepted by the Company. Upon acceptance of such order, the Company shall deliver the products directly to the customer at the location specified in the said order. The Customer shall be invoiced directly by the Company. 8. RENUMERATION 8.1 Subject to paragraph 8.4 hereof, Representative shall be entitled to receive from the Company a commission equal to a percentage of the net amount invoiced by the Company for the sale of the Products to Customers in the Territory as per Schedule F attached hereto. The \"net amount invoice\" shall be the amount of the invoice less discounts, taxes, or any other charges (such as embroidery and printing). It is understood that a commission will be owing to Representative for such invoice meeting the conditions herein, whether or not orders were submitted by Representative to the Company or received directly by the Company from the customer. 8.2 The Company agrees to submit to Representative on a regular basis, copies of all order confirmations processed by the Company, to be later followed by a copy of the corresponding invoices. 8.3 Any commission payable by the Company to Representative pursuant to this Agreement will be paid on the [NUMBER] day of the month following the date of the invoice. 8.4 Should an invoice remain unpaid for a period of [NUMBER] days from the due date, Representative undertakes to repay the commission relating to such sale to the Company, in the event that it has already been paid by the Company to a representative. Such an amount is owing as of the [NUMBER] day following the date of the notice to this effect sent by the Company to Representative. No liability shall be incurred by the Company for any loss of commission resulting from cancellation of an order (either by the Company or the customer) or resulting from an order not shipped complete for any reason whatsoever. 8.6 In the event of termination of this Agreement for whatever reason, the Company will honor all commissions owed to Representative for orders submitted by Representative to the Company or received directly by the Company from the customer prior to the termination of this Agreement, as per the following: Commissions will be paid for all nylon and technical orders \"in-stock and/or booking\" shipped and invoiced during a period of three months following the effective date of termination. 8.6.2 Commissions will be paid for all other seasonal products after the goods will have been shipped and invoiced. 9. PRODUCT SAMPLES 9.1 Representative shall purchase from the Company samples of the products at a discount of [%] of the price corresponding to such products shown on the current price list. All payment owing by Representative to the Company for the purchase of such samples shall be paid to the Company within [NUMBER] days of the date of the invoice issued by the Company. 9.2 Product samples are the property of the Representative and are not to be returned to the Company. It is understood that Representative may sell such samples for his own profit as he determines and he must assume all risks involved with the sale. 10. PROPRIETARY INTEREST Representative agrees that it will, at any time upon request of the Company, and, in any event, promptly upon termination of this Agreement, return to the Company all price lists, quotation guides, outstanding quotations, books, records, manuals and sales literature and paraphernalia, customer record cards, correspondence, contracts, orders and other papers and documents in its possession which pertain or relate to the Company's business whether furnished to Representative by the Company or compiled by Representative in the course of its services hereunder, it being understood that all such property, books, papers and the like are and remain the property of the Company, and that the Company shall not be required to pay to Representative any sums of money then due to Representative until this provision has been complied with. Representative further agrees not to retain any copies or reproductions of the documents or such property of the Company. 11. 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Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. 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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},[112],{"label":113,"url":114},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":91,"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. ","Referral Fee Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/referral-fee-agreement-D12730.png","https://templates.business-in-a-box.com/imgs/250px/12730.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12730.xml",{"title":125,"description":6},"referral fee agreement",[127,128],{"label":33,"url":99},{"label":129,"url":130},"Purchase & Sale Agreements","purchase-sale-agreement","/template/referral-fee-agreement-D12730",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":91,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":149},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":140,"description":6},"employment agreement_at will employee",[142,145,148],{"label":143,"url":144},"Human Resources","human-resources",{"label":146,"url":147},"Hire an Employee","hire-employee",{"label":33,"url":99},"/template/employment-agreement_at-will-employee-D541",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":91,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":164},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing 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] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. 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":158,"description":6},"non disclosure agreement nda",[160,161],{"label":33,"url":99},{"label":162,"url":163},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":177,"url":178},"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},[175,176],{"label":33,"url":99},{"label":33,"url":99},"general non compete agreement","/template/general-non-compete-agreement-D882",false,{"seo":181,"reviewer":194,"quick_facts":198,"at_a_glance":201,"personas":205,"variants":230,"glossary":257,"clauses":291,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":461,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":518,"classification":519},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Exclusive Solicitation Sales Commission Agreement Template (Free Word)","Free exclusive solicitation sales commission agreement template. Covers territory, commission rates, exclusivity, payment terms, and termination. Free Word and PDF download.","exclusive solicitation sales commission agreement",[186,187,188,189,190,191,192,193],"sales commission agreement template","exclusive sales commission contract","commission agreement template word","solicitation commission agreement","sales representative commission agreement","exclusive territory commission contract","commission agreement template free","sales agent commission agreement",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":199,"legal_review_recommended":200,"signature_required":200},"advanced",true,{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"An Exclusive Solicitation Sales Commission Agreement is a legally binding contract between a company and a sales representative or agent that grants the representative the sole right to solicit customers within a defined territory or market segment in exchange for a commission on sales generated. This free Word download covers exclusivity scope, commission rates, payment schedules, performance benchmarks, and termination in a single document you can edit online and export as PDF.\n","Use it when appointing an external sales agent, independent rep, or distributor with exclusive solicitation rights for a specific geography, product line, or customer segment — and when you need enforceable obligations around performance, non-compete, and commission payment in writing.\n","Parties and appointment clause, exclusivity scope and territory definition, commission rate structure and calculation method, payment terms and reporting obligations, performance minimums, confidentiality, intellectual property restrictions, non-solicitation, term and termination, and governing law.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Business owners expanding through sales reps","Appointing an exclusive agent to open a new geographic market without hiring full-time staff","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Manufacturers and wholesalers","Formalizing exclusive distribution and solicitation rights with regional sales agents","persona-manufacturer",{"title":215,"use_case":216,"icon_asset_id":217},"SaaS and technology companies","Engaging channel partners with exclusive territory rights to sell licensed software","persona-startup-founder",{"title":219,"use_case":220,"icon_asset_id":221},"Independent sales representatives","Securing written exclusivity and commission protections before committing to a principal","persona-freelancer",{"title":223,"use_case":224,"icon_asset_id":225},"Sales directors and VP of Sales","Standardizing commission and exclusivity terms across a multi-rep field sales network","persona-operations-director",{"title":227,"use_case":228,"icon_asset_id":229},"Franchise and licensing companies","Defining solicitation boundaries and commission obligations for licensed territory operators","persona-franchise-applicant",[231,235,238,242,246,249,253],{"situation":232,"recommended_template":233,"slug":234},"Engaging a non-exclusive sales agent with no territorial restriction","Sales Commission Agreement","exclusive-sollicitation-sales-commission-agreement-D1242",{"situation":236,"recommended_template":89,"slug":237},"Appointing a distributor who buys and resells inventory independently","distribution-agreement-D12544",{"situation":239,"recommended_template":240,"slug":241},"Hiring an internal salaried sales employee with commission component","Employment Contract with Commission","employment-agreement_at-will-employee-D541",{"situation":243,"recommended_template":244,"slug":245},"Engaging a manufacturer's rep for a specific product line only","Manufacturer's Representative Agreement","sales-representative-agreement-D556",{"situation":247,"recommended_template":119,"slug":248},"Compensating a referral source with a flat finder's fee rather than ongoing commission","referral-fee-agreement-D12730",{"situation":250,"recommended_template":251,"slug":252},"Appointing an exclusive agent for international markets","International Sales Agency Agreement","sales-agency-agreement-D1254",{"situation":254,"recommended_template":255,"slug":256},"Defining commission splits across multiple cooperating sales reps","Co-Sales Commission Agreement","commission-sales-agreement-D532",[258,261,264,267,270,273,276,279,282,285,288],{"term":259,"definition":260},"Exclusive Solicitation Rights","The contractual grant giving the sales representative the sole right to actively market and solicit orders for the principal's products or services within a defined territory or segment.",{"term":262,"definition":263},"Commission Rate","The percentage of a qualified sale's value — typically net revenue or gross margin — that the principal pays the sales representative as compensation.",{"term":265,"definition":266},"Territory","The defined geographic area, industry vertical, or named-account list within which the exclusive solicitation rights apply.",{"term":268,"definition":269},"Principal","The company or individual granting the exclusive solicitation rights and obligated to pay commissions on qualifying sales.",{"term":271,"definition":272},"Sales Representative (Agent)","The individual or entity receiving exclusive solicitation rights, responsible for generating qualified orders within the defined territory.",{"term":274,"definition":275},"Qualified Sale","A transaction that meets the contract's criteria for commission eligibility — typically an accepted order, signed contract, or paid invoice from a customer in the territory.",{"term":277,"definition":278},"Minimum Performance Threshold","A specified revenue or order volume target the sales representative must achieve within a defined period to retain exclusivity rights.",{"term":280,"definition":281},"Chargeback Clause","A provision requiring the sales representative to return previously paid commissions if a customer cancels, returns goods, or fails to pay within a defined window.",{"term":283,"definition":284},"Residual Commission","Ongoing commission payable on renewal orders or repeat purchases from customers originally sourced by the sales representative, often continuing for a defined period after contract termination.",{"term":286,"definition":287},"Non-Solicitation Clause","A post-termination restriction preventing the sales representative from soliciting the principal's customers or employees for a defined period after the agreement ends.",{"term":289,"definition":290},"Tail Period","A post-termination window — typically 30 to 180 days — during which the sales representative remains eligible for commissions on deals they initiated before the agreement ended.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Appointment and exclusivity grant","Names the parties, appoints the sales representative as the exclusive solicitation agent, and defines the precise scope of exclusivity — territory, product line, or customer segment.","[PRINCIPAL COMPANY NAME] ('Principal') hereby appoints [SALES REP NAME / ENTITY] ('Representative') as its exclusive sales solicitation agent for [TERRITORY / PRODUCT LINE / CUSTOMER SEGMENT] effective [START DATE]. During the term, Principal shall not appoint any other agent or solicit orders directly within the exclusive scope without Representative's prior written consent.","Defining exclusivity only by geography while leaving the product line open — the principal then appoints a second agent for a related product line in the same territory, creating an overlap that triggers disputes.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Commission rate and calculation method","States the commission percentage, the revenue base it applies to (gross revenue, net revenue, or gross margin), and any tiered or accelerated rates for exceeding targets.","Principal shall pay Representative a commission of [X]% of Net Revenue on each Qualified Sale. Net Revenue means gross invoice value less returns, allowances, and applicable taxes. For monthly Net Revenue exceeding $[THRESHOLD], the rate increases to [Y]% on the incremental amount.","Using 'gross sales' as the base without defining whether it is pre- or post-discount, creating persistent calculation disputes when the principal applies promotional pricing.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Payment schedule and reporting","Sets the commission payment frequency, the calculation period, the format of commission statements, and the deadline by which the principal must pay after the period closes.","Principal shall pay commissions within [30] days after the close of each calendar month. Each payment shall be accompanied by a written commission statement itemizing Qualified Sales, applicable rates, and any chargebacks for the period. Representative may audit relevant sales records upon [10] days' written notice, no more than once per calendar year.","Omitting an audit right. Without one, the sales representative has no mechanism to verify commission statements, and underpayment disputes must proceed to litigation.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Minimum performance threshold and exclusivity condition","Defines the minimum sales or revenue target the representative must achieve — quarterly or annually — to retain exclusive rights, and states what happens if the threshold is missed.","Representative must generate Qualified Sales of not less than $[MINIMUM AMOUNT] during each [QUARTERLY / ANNUAL] period ('Minimum Threshold'). Failure to meet the Minimum Threshold for two consecutive periods gives Principal the right, upon [30] days' written notice, to convert the appointment to non-exclusive or appoint additional agents in the Territory.","Setting a Minimum Threshold without specifying the consequence — courts have interpreted a missed threshold as a material breach entitling the principal to terminate immediately, when the intent was only to remove exclusivity.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Qualified sale definition and exclusions","Defines exactly which transactions earn a commission and which are excluded — such as sales to existing house accounts, government contracts, or orders sourced by the principal outside the territory.","A 'Qualified Sale' means a binding purchase order or signed contract for [PRODUCTS / SERVICES] sourced by Representative from a customer located within the Territory and accepted by Principal. Excluded from Qualified Sales are: (a) sales to House Accounts listed in Exhibit A; (b) orders initiated by Principal's direct marketing campaigns; and (c) sales below $[MINIMUM ORDER VALUE].","No house-accounts list attached at signing. The principal later designates profitable customers as house accounts retroactively, depriving the representative of commissions they legitimately earned.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Chargeback and cancellation terms","States when previously paid commissions must be returned — typically on customer cancellations, uncollectible invoices, or returns — and the time limit for applying a chargeback.","If a customer cancels an order or returns goods within [90] days of delivery, Principal may deduct the corresponding commission from Representative's next payment statement. No chargeback may be applied more than [180] days after the original commission was paid. Chargebacks shall not apply to cancellations caused by Principal's failure to deliver.","Unlimited chargeback windows. A principal who delays collections for over a year and then charges back commissions from that period exposes the representative to financial clawbacks long after the underlying sales cycle has closed.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Confidentiality and IP restrictions","Prohibits the representative from disclosing the principal's pricing, customer data, and proprietary information, and clarifies that all sales materials and IP remain the principal's property.","Representative shall not disclose any Confidential Information of Principal to third parties during or after the term of this Agreement. 'Confidential Information' includes pricing schedules, customer lists, product roadmaps, and commission structures. All sales materials, trademarks, and product IP remain the sole property of Principal and are licensed to Representative solely for the purposes of this Agreement.","No definition of Confidential Information. Relying on 'all business information is confidential' has been found overbroad by courts, potentially voiding the entire confidentiality clause.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Term, termination, and tail period","States the initial contract term, renewal conditions, notice periods for termination, grounds for immediate termination for cause, and the post-termination tail period during which the representative earns commissions on deals already in progress.","This Agreement commences on [START DATE] and continues for [ONE YEAR], renewing automatically for successive [ONE-YEAR] terms unless either party provides [60] days' written notice of non-renewal. Either party may terminate for Cause immediately upon written notice. Following termination for any reason other than Cause by Representative, Principal shall pay commissions on Qualified Sales closed within [90] days of the termination date from leads documented in writing prior to termination ('Tail Period').","No tail period clause at all. Without one, a principal who terminates the agreement the day before a large deal closes owes the representative nothing — a structurally unfair outcome courts may not correct.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Non-solicitation and non-compete restrictions","Prevents the representative from soliciting the principal's customers or employees for a defined period after termination, and, where enforceable, from working for direct competitors.","For [12] months following termination, Representative shall not (a) solicit any customer of Principal that Representative contacted during the term, or (b) solicit or hire any employee of Principal. Representative shall not, for [6] months following termination, engage in the solicitation or sale of [COMPETING PRODUCTS] within the Territory.","Applying the same non-compete restriction to a commission-only independent rep as to a salaried employee. Courts scrutinize unpaid restrictions more rigorously — a broad non-compete on an independent rep with no compensation during the restriction period is frequently struck down.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing law, dispute resolution, and independent contractor status","Specifies the governing jurisdiction, the dispute resolution mechanism (arbitration or court), and explicitly states that the representative is an independent contractor — not an employee — for tax and liability purposes.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration under [AAA / JAMS] rules in [CITY], except claims for injunctive relief. Representative is an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint-venture relationship. Representative is solely responsible for all taxes and benefits arising from commissions paid hereunder.","Labeling the representative as an independent contractor while exercising employee-level control over how they work — dictating hours, requiring daily check-ins, and providing exclusive tooling. Misclassification exposes the principal to payroll tax liability, benefits claims, and regulatory fines in most jurisdictions.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify both parties with legal entity names","Enter the principal's full registered corporate name and the sales representative's legal name or business entity. If the representative operates through an LLC or corporation, use that entity name — not a trade name.","Match the entity name to the representative's W-9 or equivalent tax form before signing. Name mismatches cause payment and tax reporting problems.",{"step":349,"title":350,"description":351,"tip":352},2,"Define the exclusivity scope precisely","Specify the territory by country, state, postal code range, or named-account list. If exclusivity is by product line, attach an exhibit listing the exact SKUs or service categories covered. Do not leave scope open to interpretation.","Attach a signed Exhibit A with the territory map or account list at execution — verbal descriptions of territory create the most common disputes in commission agreements.",{"step":354,"title":355,"description":356,"tip":357},3,"Set the commission rate and revenue base","Enter the commission percentage and define exactly which number it applies to — gross invoice value, net revenue after returns, or gross margin. Add any tiered rates for volume above a threshold.","If you offer tiered commissions, include a worked example in a schedule so both parties are aligned on the calculation before disputes arise.",{"step":359,"title":360,"description":361,"tip":362},4,"Establish the payment schedule and audit rights","Set the payment cycle (monthly is standard), the statement format, the payment deadline after period close, and the representative's audit right. Include the notice period and frequency limit for audits.","Monthly payments with a 30-day close window reduce commission disputes by keeping calculations current — quarterly cycles give principals too long to re-classify sales.",{"step":364,"title":365,"description":366,"tip":367},5,"Set minimum performance thresholds and consequences","Define the quarterly or annual minimum revenue target and state explicitly what happens if it is missed — conversion to non-exclusive, right to appoint additional agents, or termination. Include a cure period before the consequence triggers.","A 30-day notice and cure period before exclusivity is removed keeps the relationship intact while giving the representative a fair chance to close pending deals.",{"step":369,"title":370,"description":371,"tip":372},6,"List house accounts and exclusions in Exhibit A","Attach a complete list of existing customers, named accounts, and any sale categories excluded from commission calculations at the time of signing. Both parties should initial the exhibit separately.","Update the house accounts list only by written amendment signed by both parties — unilateral additions after signing are a leading cause of commission disputes and litigation.",{"step":374,"title":375,"description":376,"tip":377},7,"Draft the tail period and chargeback terms","Set the tail period length (60–180 days is typical), define which leads qualify, and require written documentation of qualifying leads before termination. Set a hard deadline for chargebacks after commission payment.","Require the representative to maintain a current CRM or deal log as a condition of earning tail-period commissions — undocumented leads are nearly impossible to adjudicate.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute before the representative begins soliciting","Both parties must sign the agreement — and all exhibits — before the representative contacts any prospect on the principal's behalf. Post-start signatures may not bind the representative on non-compete and confidentiality terms.","Use a timestamped eSignature platform so you have indisputable evidence of the execution date relative to any sales activity.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Vague or undefined territory boundaries","Overlapping territories between two sales reps — or between the rep and the principal's direct sales team — generate commission disputes on every shared deal and destroy the rep relationship.","Attach a signed Exhibit A defining territory by specific geography (states, postal codes, or named accounts) and update it only by written amendment. Never rely on verbal territory descriptions.",{"mistake":389,"why_it_matters":390,"fix":391},"No house-accounts exhibit at signing","Without a list fixed at signing, the principal can retroactively designate profitable customers as house accounts, eliminating commission liability on the most valuable deals the rep worked.","Attach a complete, dated house-accounts list as Exhibit A and require both parties to initial it. Additions after execution must be agreed in writing.",{"mistake":393,"why_it_matters":394,"fix":395},"Independent contractor label without independent-contractor substance","A rep classified as an independent contractor who is actually controlled like an employee creates payroll tax liability, benefits exposure, and regulatory penalties — sometimes retroactively for multiple years.","Review the agreement against the applicable jurisdiction's worker classification tests (IRS 20-factor test in the US; ABC test in California). If the rep fails the test, treat them as an employee from the start.",{"mistake":397,"why_it_matters":398,"fix":399},"Omitting the tail period clause","A principal who terminates the agreement days before a major deal closes owes nothing under a contract without a tail period — leaving the representative with no compensation for months of pipeline work.","Include a 60–180 day tail period for documented leads and require the representative to maintain a written deal log as the condition for earning tail commissions.",{"mistake":401,"why_it_matters":402,"fix":403},"Unlimited or undefined chargeback window","Chargebacks applied 12 or 18 months after commission payment expose the rep to clawbacks long after the sales cycle has closed, making commission income unpredictable and unbanking-friendly.","Set a hard chargeback deadline — typically 180 days from the original commission payment — and exclude chargebacks caused by the principal's own delivery failures.",{"mistake":405,"why_it_matters":406,"fix":407},"Setting minimum thresholds without specifying the consequence","Courts in multiple jurisdictions have treated an unmet minimum threshold as a material breach justifying immediate termination — when the principal only intended to remove exclusivity, not end the agreement.","State the exact consequence for missing the threshold (non-exclusive conversion, additional agent appointment, or termination) with a written notice and cure period before it triggers.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is an exclusive solicitation sales commission agreement?","An exclusive solicitation sales commission agreement is a contract between a company (the principal) and a sales representative or agent that grants the representative the sole right to solicit and market the principal's products or services within a defined territory or segment in exchange for a commission on qualifying sales. It sets out the commission rate, payment schedule, exclusivity conditions, performance minimums, and termination terms in a binding document. It differs from a general sales commission agreement because the exclusivity grant creates enforceable territorial protections for the representative and corresponding restrictions on the principal.\n",{"question":413,"answer":414},"What makes a commission agreement exclusive versus non-exclusive?","An exclusive agreement prevents the principal from appointing other sales agents or soliciting customers directly within the defined territory or segment during the contract term. A non-exclusive agreement allows the principal to appoint multiple agents or sell directly into the same territory simultaneously. Exclusivity is valuable to the representative because it protects the market they develop; it is a concession by the principal that is typically conditioned on the representative meeting minimum performance thresholds.\n",{"question":416,"answer":417},"Is an exclusive sales commission agreement legally binding?","Yes — an exclusive solicitation sales commission agreement is generally enforceable as a binding contract when it contains the required elements: offer, acceptance, consideration (the exclusivity grant and the commission obligation), and mutual assent. The enforceability of specific clauses — particularly non-compete and non-solicitation restrictions — depends on the governing jurisdiction. In California and several other states, post-employment non-competes are banned even in independent-contractor contexts. Consult a lawyer for your specific jurisdiction before relying on restrictive covenants.\n",{"question":419,"answer":420},"How should commission rates be structured in this agreement?","Most exclusive sales commission agreements use a flat percentage of net revenue (typically 5–20% depending on the industry and average deal size) or a tiered structure that increases the rate once the representative exceeds a monthly or quarterly threshold. The rate should be applied to a clearly defined revenue base — net invoice value after returns and discounts is the most common. Avoid applying commission to gross invoice value without defining what deductions apply, as this is the most frequent source of payment disputes.\n",{"question":422,"answer":423},"What is a tail period and why does it matter?","A tail period is a post-termination window — typically 60 to 180 days — during which the sales representative continues to earn commissions on deals they initiated before the agreement ended. It matters because enterprise and B2B sales cycles often run 3–12 months, meaning a representative who is terminated mid-cycle would otherwise receive no compensation for significant pipeline work. Without a tail period, a principal can time a termination to capture a closing deal commission-free. Most courts will not imply a tail period — it must be written into the contract.\n",{"question":425,"answer":426},"What is the difference between an exclusive solicitation agent and a distributor?","A solicitation agent secures orders on behalf of the principal but does not take title to the goods — the contract is between the principal and the end customer, and the agent earns a commission. A distributor buys inventory from the principal, takes title, and resells to end customers at a margin. The legal risk profile differs significantly: a distributor bears inventory and credit risk; an agent does not. If your arrangement involves the representative purchasing and holding stock, use a distribution agreement rather than a commission agreement.\n",{"question":428,"answer":429},"Can a sales representative be classified as an independent contractor under this agreement?","Yes, and most exclusive solicitation commission agreements are structured as independent contractor relationships to avoid payroll tax withholding and employee benefit obligations. However, the label alone does not determine classification — tax authorities and courts apply behavioral and financial control tests. If the principal dictates work hours, requires exclusive availability, or provides the representative's primary tooling, many jurisdictions will reclassify the relationship as employment regardless of what the contract says. Review the applicable worker classification rules before execution.\n",{"question":431,"answer":432},"What happens if the sales representative misses the minimum performance threshold?","The consequence depends entirely on what the contract specifies. Common outcomes include conversion of the appointment from exclusive to non-exclusive, the right to appoint additional agents in the territory, a reduction in commission rate, or termination of the agreement with notice. The minimum threshold clause should state the consequence, a written notice period, and a cure period before the consequence triggers. Agreements that state a minimum threshold without specifying the consequence create ambiguity that courts resolve inconsistently.\n",{"question":434,"answer":435},"What should be included in the house-accounts exhibit?","The house-accounts exhibit should list every existing customer, named account, or prospect that is excluded from the representative's exclusive territory or commission eligibility at the time of signing. It should include company name, primary contact, and the date the account was established with the principal. Both parties should initial the exhibit at execution. Any additions after signing should require a written amendment — unilateral additions by the principal after the agreement is active are a common source of litigation.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Manufacturing and Wholesale","industry-manufacturing","Regional manufacturer's reps appointed on exclusive territory bases; commission calculated on net invoice value after volume discounts and freight; chargeback clauses tied to return rates typical in the industry.",{"industry":442,"icon_asset_id":443,"specifics":444},"SaaS and Technology","industry-saas","Channel partners or VARs granted exclusive territory rights for software licenses; commission on annual contract value or MRR; performance minimums tied to qualified pipeline value rather than closed revenue alone.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional Services","industry-professional-services","Business development agents soliciting consulting or staffing engagements on an exclusive vertical or geographic basis; residual commission on contract renewals sourced by the agent during the tail period.",{"industry":450,"icon_asset_id":451,"specifics":452},"Real Estate and Property","industry-real-estate","Exclusive listing and solicitation rights for property sales or leasing within a defined area; commission rate tied to transaction value; tail period critical given the length of property sale cycles.",{"industry":454,"icon_asset_id":455,"specifics":456},"Medical Devices and Pharma","industry-healthtech","Independent medical device reps with exclusive territory appointments; commission on net sales to healthcare facilities; strict confidentiality covering clinical data and pricing agreements with hospital systems.",{"industry":458,"icon_asset_id":459,"specifics":460},"Financial Services","industry-fintech","Insurance or investment product distribution through exclusive solicitation agents; regulatory licensing requirements as a condition precedent; commission structures subject to FINRA or FCA rules depending on jurisdiction.",[462,466,469,472],{"vs":463,"vs_template_id":464,"summary":465},"Non-Exclusive Sales Commission Agreement","D{NON_EXCLUSIVE_COMMISSION_ID}","A non-exclusive commission agreement allows the principal to appoint multiple agents or sell directly in the same territory simultaneously. An exclusive agreement prohibits this, giving the representative protected market access in exchange for accepting performance minimums. Use an exclusive agreement when the representative is making a significant investment in market development; use non-exclusive when you need broad coverage with minimal principal risk.",{"vs":89,"vs_template_id":467,"summary":468},"distribution-agreement-D178","A distribution agreement gives the distributor the right to buy and resell the principal's goods, taking title and bearing inventory and credit risk. A solicitation commission agreement keeps the contract between the principal and the end customer — the agent earns a commission without taking title. Use a commission agreement when you want to retain customer relationships and pricing control; use a distribution agreement when the channel partner manages their own inventory and credit.",{"vs":104,"vs_template_id":470,"summary":471},"independent-contractor-agreement-D160","A general independent contractor agreement governs a wide range of service engagements without commission-specific mechanics. An exclusive solicitation commission agreement adds territory exclusivity, commission calculation and payment obligations, performance minimums, tail period, and chargeback terms that a general contractor agreement does not include. Use the commission agreement whenever ongoing sales solicitation and commission payment are the core of the engagement.",{"vs":119,"vs_template_id":473,"summary":474},"referral-fee-agreement-D13553","A referral fee agreement compensates a party for introducing a potential customer with a one-time flat fee per qualified referral. An exclusive solicitation commission agreement covers active, ongoing sales solicitation activity with a percentage-based commission structure, exclusivity rights, and performance obligations. Use a referral fee agreement for passive introductions; use an exclusive solicitation commission agreement for a dedicated sales representative who actively manages and closes a pipeline.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Standard exclusive territory appointments with straightforward commission structures and domestic representatives","Free","30–60 minutes",{"best_for":481,"cost":482,"time":483},"Higher-value appointments, multi-state or cross-provincial reps, tiered commission structures, or roles with material non-compete requirements","$400–$800","2–5 days",{"best_for":485,"cost":486,"time":487},"International or cross-border exclusive agreements, heavily regulated industries (financial services, medical devices), or agreements where the commission exposure exceeds $250,000 annually","$1,500–$5,000+","1–3 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Several states — including California, Illinois, and New York — have specific Sales Representative Acts requiring written commission agreements and imposing penalties of two to three times the unpaid commission amount for willful non-payment. California broadly prohibits post-termination non-compete clauses even for independent contractors. The IRS applies a multi-factor behavioral and financial control test to determine worker classification; misclassifying an employee as an independent contractor triggers back payroll taxes, penalties, and interest.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canada has no single federal sales representative statute, but several provinces — including Ontario and British Columbia — have enacted specific protections for independent sales representatives including mandatory written agreements and minimum notice periods on termination. Quebec requires all commercial contracts to be available in French for provincially regulated businesses. Non-compete clauses for independent contractors are scrutinized under a reasonableness standard similar to employment law in most provinces.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 impose mandatory rights on commercial agents operating in the UK, including minimum notice periods, the right to compensation or an indemnity on termination, and mandatory commission payment within a defined period. These rights cannot be contracted out. Any exclusive solicitation agreement with a UK-based agent must be assessed against the Regulations — failure to comply entitles the agent to statutory compensation that can equal one to two years' average annual commission.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC) establishes baseline protections across all member states for self-employed commercial agents, including mandatory written contract rights, minimum notice periods, and indemnity or compensation on termination. Specific implementation and compensation formulas vary by member state — Germany applies the indemnity method (capped at one year's average commission), while France and several other states apply the compensation method (typically two years' average commission). Post-termination non-compete restrictions typically require financial compensation to the agent to be enforceable.",[237,470,248,241,510,511,512,513,514,515,516,517],"non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","sales-invoice-D383","purchase-order-D1411","service-agreement-D12711","partnership-agreement-D12551","letter-of-intent_acquisition-of-business-D5197","cease-and-desist-letter-D12916",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":99,"secondary_folder":520,"document_type":521,"industry":522,"business_stage":523,"tags":524,"confidence":530},"sales-and-purchase","agreement","general","all-stages",[525,526,527,528,529],"contract","sales-commission","exclusive-territory","sales-agreement","agent-agreement",0.95,"\u003Ch2>What is an Exclusive Solicitation Sales Commission Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Exclusive Solicitation Sales Commission Agreement\u003C/strong> is a legally binding contract between a company (the principal) and a sales representative or agent that grants the representative the sole right to actively solicit and market the principal's products or services within a defined territory, product line, or customer segment, in exchange for a commission on qualifying sales generated. Unlike a general independent contractor agreement, it creates enforceable exclusivity obligations on both sides — the representative commits to meeting performance minimums, and the principal commits not to appoint competing agents or sell directly into the protected territory. The agreement governs the commission rate and calculation method, payment schedule, minimum performance thresholds, confidentiality, chargebacks, tail period, and termination — making it the foundational document for any exclusive external sales channel.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written exclusive solicitation commission agreement, both parties operate on conflicting assumptions. The representative invests time and resources building a market believing they are protected — only to find the principal has appointed a second agent or started selling directly. The principal assumes non-payment equals no obligation — and is then exposed to statutory penalties under sales representative protection laws in states like California, Illinois, and New York, or to mandatory indemnity claims under the EU Commercial Agents Directive. Commission disputes escalate quickly when there is no written definition of a qualified sale, no house-accounts list, and no tail period clause — leaving deal-by-deal arguments to be resolved in court rather than by reference to a signed document. This template closes all four gaps before a single prospect is contacted, giving both parties a clear, enforceable basis for the relationship from day one.\u003C/p>\n",1781185936116]