[{"data":1,"prerenderedAt":510},["ShallowReactive",2],{"document-services-agreement-with-royalties-or-commission-D171":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":509},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":19},"SERVICES AGREEMENT This Services 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: [SERVICE PROVIDER] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS: The Client wishes to retain Provider to provide certain [SPECIFY] [DESCRIPTION] services on the terms and conditions hereinafter set forth. Provider wishes to provide such services to the Client on such terms and conditions. NOW THEREFORE in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SERVICES TO BE PROVIDED Provider agrees to provide to the Client the services set out in Schedule \"A\" hereto (the \"Services\"). Provider agrees and undertakes to perform the Services in a timely fashion with all due skill, competence and diligence. Subject to the provisions of Section 7 hereof, Provider agrees that the Client shall have, at all reasonable times, access to the work product, or any component thereof, which Provider produces in performing the Services. COMPENSATION The Client shall pay Provider for the Services, and shall earn remuneration [SPECIFY] [e.g. fees/ commissions/ royalties on the basis of gross revenue generated by use of the Services, etc.] in accordance with the terms set out in Schedule \"B\" hereto. TERM AND TERMINATION The initial term of this Agreement (\"Term\") shall be for a period of [NUMBER] years beginning on [DATE] and terminating on [DATE], unless terminated earlier in accordance with the provisions hereof. The Term shall be automatically renewed for successive [NUMBER] year periods unless a party sends a written notice of non-renewal to the other party no later than [NUMBER] days prior to the expiry of the Term, or of any renewal term, as the case may be. This Agreement may be terminated by the Client without notice upon the occurrence of an event of default. Each of the following constitutes an event of default for the purposes of this Agreement: if Provider commits any material dishonest or fraudulent act in the performance of any of its obligations hereunder or any material misrepresentation hereunder; if Provider persistently fails to perform the Services as required hereunder; or if Provider otherwise fails to perform or comply with any material term, condition or covenant of this Agreement; This Agreement may be terminated for any reason at any time by either the Client or Provider giving the other party [NUMBER] days' written notice of termination, [it being understood and agreed that Provider shall not be entitled to terminate this Agreement pursuant to this paragraph 3(c) during the initial one-year Term]. Provider shall forthwith upon termination return to the Client all confidential data embodied or recorded in tangible form, which is in its possession. [Upon the termination of this Agreement, royalties due to the Client in virtue of gross revenue generated by use of the Services shall survive and be paid as set forth in Schedule \"B\" hereto.] STATUS It is understood and agreed that this is an agreement for the performance of services and that the relationship of the parties to each other is that of independent contractors. No agency or partnership is created by this agreement. [Provider shall not hold itself out as or represent itself to be an agent of the Client]. Provider shall not be entitled to any remuneration, rights or benefits other than as set forth in this Agreement and in Schedule \"B\" hereto, unless otherwise agreed in writing by both parties hereto. Provider shall comply with all applicable statutes, [YOUR COUNTRY LAW], ordinances and regulations governing the performance of the Services. CONFIDENTIALITY AND EXCLUSIVITY Each party shall take all reasonable action and shall take at least the same precautions as it takes to prevent the disclosure of its own confidential information, to prevent the disclosure to third parties of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its officers, directors, employees, agents and consultants for the purposes authorized herein. Each party shall, prior to disclosing the Confidential Information or portion thereof to any such person, issue appropriate instructions to them to ensure that such persons are aware of their obligation to comply with the confidentiality and use obligations and restrictions contained in this Agreement. If each party has taken all such reasonable steps it shall not be responsible if such Confidential Information or any part thereof should be divulged to any third party by reason of honest mistake or dishonest appropriation by any of each party's agents or employees. For the purposes of this Section 5, \"Confidential Information\" means all confidential business data and information provided by a Party hereunder provided, however, that all Confidential Information that is delivered to either Party in writing shall bear an appropriate legend such as \"Confidential\" and all Confidential Information that is orally shared shall be identified to the other party in a written summary within [NUMBER] days following its oral disclosure. Failure to mark documents with an appropriate legend or the failure to identify orally disclosed information as \"confidential\" within [NUMBER] days following its oral disclosure shall be conclusive that the Disclosing Party has waived any restrictions with respect thereto. Confidential Information shall not include any data or information which: is or becomes publicly available through no fault of the disclosing party; is already in the rightful possession of the disclosing party prior to its disclosure to that party; is independently developed by the disclosing party; is rightfully obtained by the disclosing party from a third party; is disclosed with the written consent of the other party; or is disclosed pursuant to court order or other legal compulsion. Provider hereby covenants and agrees with the Client that throughout the Term and any renewal period, it shall not either by itself or in partnership, contract or association with any other person, as principal, agent, shareholder or in any other capacity whatsoever, directly or indirectly, offer to provide the Services to [DESCRIBE RESTRICTED PERSONS, CLIENTELE] within [COUNTRY]. Provider and the Client hereby acknowledge and agree that: the confidentiality and exclusivity covenants set forth in this Section 6 are reasonable in the circumstances and are necessary to protect the interests of the Client and Provider; and in addition to the right of the Client or Provider to claim damages, the breach by Provider and the Client of any of the confidentiality and exclusivity covenants set forth in this Section 5, as the case may be, may cause serious and irreparable harm to the Client or Provider, as the case may be, and in the event of a breach by either party (a \"Party in Breach\") of any of these provisions, notwithstanding any other provision of this Agreement, the other party (the \"Aggrieved Party\") shall be entitled, as a matter of right, to seek an injunction against the Party in Breach. The provisions of this paragraph shall not be construed so as to be in derogation or limitation of any other remedy, which the Aggrieved Party may have in the event of such a breach. The provisions of paragraphs 5(a) and 5(c) above shall survive the termination of this Agreement.",null,"Services Agreement With Royalties or Commission","9",74,"doc","https://templates.business-in-a-box.com/imgs/1000px/services-agreement_with-royalties-or-commission-D171.png","https://templates.business-in-a-box.com/imgs/250px/171.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#171.xml",{"title":6,"description":6},[16],{"label":17,"url":18},"Consultant & Contractors","/templates/consulting-contractor-business/","services agreement with royalties or commission","Services Agreement With Royalties or Commission Template","https://templates.business-in-a-box.com/imgs/400px/171.png","https://templates.business-in-a-box.com/imgs/600px/171.png",[24,16],{"label":25,"url":26},"Templates","/templates/",[28,29,32],{"label":25,"url":26},{"label":30,"url":31},"Legal Agreements","/templates/business-legal-agreements/",{"label":33,"url":34},"Services & Consulting","/templates/services-and-consulting/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,112,126,141,156],{"label":37,"url":38,"thumb":39,"extension":10},"Commission Sales Agreement","/template/commission-sales-agreement-D532","https://templates.business-in-a-box.com/imgs/250px/532.png",{"label":41,"url":42,"thumb":43,"extension":10},"Exclusive Commission Agreement","/template/exclusive-commission-agreement-D12825","https://templates.business-in-a-box.com/imgs/250px/12825.png",{"label":45,"url":46,"thumb":47,"extension":10},"Commission Split Agreement","/template/commission-split-agreement-D12729","https://templates.business-in-a-box.com/imgs/250px/12729.png",{"label":49,"url":50,"thumb":51,"extension":10},"SEO Services Agreement","/template/seo-services-agreement-D12861","https://templates.business-in-a-box.com/imgs/250px/12861.png",{"label":53,"url":54,"thumb":55,"extension":10},"Commission Referral Agreement","/template/commission-referral-agreement-D13926","https://templates.business-in-a-box.com/imgs/250px/13926.png",{"label":57,"url":58,"thumb":59,"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":61,"url":62,"thumb":63,"extension":10},"Real Estate Commission Agreement","/template/real-estate-commission-agreement-D13759","https://templates.business-in-a-box.com/imgs/250px/13759.png",{"label":65,"url":66,"thumb":67,"extension":10},"Administrative Services Agreement","/template/administrative-services-agreement-D850","https://templates.business-in-a-box.com/imgs/250px/850.png",{"label":69,"url":70,"thumb":71,"extension":10},"Professional Services Agreement","/template/professional-services-agreement-D13277","https://templates.business-in-a-box.com/imgs/250px/13277.png",{"label":73,"url":74,"thumb":75,"extension":10},"Transition Services Agreement","/template/transition-services-agreement-D13190","https://templates.business-in-a-box.com/imgs/250px/13190.png",{"label":77,"url":78,"thumb":79,"extension":10},"Travel Services Agreement","/template/travel-services-agreement-D923","https://templates.business-in-a-box.com/imgs/250px/923.png",{"label":81,"url":82,"thumb":83,"extension":10},"Commission Payment Agreement","/template/commission-payment-agreement-D13925","https://templates.business-in-a-box.com/imgs/250px/13925.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":97,"url":98},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), 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: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":93,"description":6},"subcontract agreement",[95],{"label":17,"url":96},"consulting-contractor-business","royalty agreement","/template/royalty-agreement-D172",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":110,"url":111},"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},[109],{"label":17,"url":96},"independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":88,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":125},"DISTRIBUTION AGREEMENT This Distribution 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: [DISTRIBUTOR NAME] (the \"Distributor\"), 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 the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. 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. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":120,"description":6},"distribution agreement",[122,124],{"label":30,"url":123},"business-legal-agreements",{"label":30,"url":123},"/template/distribution-agreement-D12544",{"description":127,"descriptionCustom":6,"label":128,"pages":129,"size":88,"extension":10,"preview":130,"thumb":131,"svgFrame":132,"seoMetadata":133,"parents":135,"keywords":134,"url":140},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":134,"description":6},"referral agreement",[136,137],{"label":30,"url":123},{"label":138,"url":139},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":88,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":155},"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":149,"description":6},"non disclosure agreement nda",[151,152],{"label":30,"url":123},{"label":153,"url":154},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":157,"descriptionCustom":6,"label":158,"pages":129,"size":159,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":164,"keywords":169,"url":170},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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 \"Assignee\"), a company 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 \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[165,166],{"label":30,"url":123},{"label":167,"url":168},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":173,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":247,"clauses":281,"how_to_fill":332,"common_mistakes":373,"faqs":398,"industries":426,"comparisons":443,"diy_vs_lawyer":454,"jurisdictions":467,"related_template_ids_curated":488,"schema":496,"classification":497},{"meta_title":174,"meta_description":175,"primary_keyword":19,"secondary_keywords":176},"Services Agreement With Royalties or Commission Template (Free Word)","Download a free services agreement template with royalties or commission clauses. Customize and use instantly. Used in 190+ countries. Free Word and PDF download.",[177,178,179,180,181,182,183,184],"services agreement royalties template","commission services contract template","royalty agreement template word","commission agreement template free","service contract with royalties","independent contractor commission agreement","royalty commission contract template","services contract with performance pay",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":171},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Services Agreement With Royalties or Commission is a legally binding contract between a service provider and a client that defines the scope of work, deliverables, and a performance-linked compensation structure — either a royalty tied to revenue or usage, a commission on sales or deals closed, or a hybrid of both. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for immediate execution.\n","Use it when engaging a contractor, consultant, sales agent, creative professional, or licensing partner whose compensation is partly or wholly tied to the revenue, sales volume, or usage their work generates. It is equally appropriate for ongoing service relationships and project-specific engagements where performance-based pay replaces or supplements a flat fee.\n","Scope of services and deliverables, royalty rate or commission structure with calculation methodology, payment schedule and reporting obligations, intellectual property ownership and licensing terms, confidentiality, term and termination provisions, and dispute resolution and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Business owners and entrepreneurs","Engaging sales agents or brand ambassadors on a commission-only basis","persona-small-business-owner",{"title":202,"use_case":203,"icon_asset_id":204},"Software and SaaS companies","Licensing technology or APIs to partners who earn royalties on usage","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Creative professionals and inventors","Licensing artwork, music, or patented designs in exchange for royalties","persona-creative-professional",{"title":210,"use_case":211,"icon_asset_id":212},"Sales consultants and brokers","Formalizing commission terms before closing deals on behalf of a client","persona-sales-consultant",{"title":214,"use_case":215,"icon_asset_id":216},"Publishers and content platforms","Paying authors, developers, or contributors a royalty on sales or subscriptions","persona-publisher",{"title":218,"use_case":219,"icon_asset_id":220},"Franchise and distribution businesses","Structuring territory-based commission agreements with regional partners","persona-franchise-applicant",[222,226,230,233,237,241,244],{"situation":223,"recommended_template":224,"slug":225},"Paying a flat commission percentage on each sale closed","Commission Agreement","commission-sales-agreement-D532",{"situation":227,"recommended_template":228,"slug":229},"Licensing intellectual property for a royalty on revenue","Royalty Agreement","royalty-agreement-D172",{"situation":231,"recommended_template":101,"slug":232},"Engaging a contractor with a fixed-fee plus performance bonus","independent-contractor-agreement-D160",{"situation":234,"recommended_template":235,"slug":236},"Appointing an exclusive sales agent in a defined territory","Sales Agency Agreement","sales-agency-agreement-D1254",{"situation":238,"recommended_template":239,"slug":240},"Commissioning a creative work with licensing and royalty rights","Creative Services Agreement","administrative-services-agreement-D850",{"situation":242,"recommended_template":114,"slug":243},"Distributing a product through a third-party channel partner","distribution-agreement-D12544",{"situation":245,"recommended_template":128,"slug":246},"Referral partner earning a fee per lead or converted customer","referral-agreement-D13279",[248,251,254,257,260,263,266,269,272,275,278],{"term":249,"definition":250},"Royalty","A recurring payment made to a rights-holder based on a percentage of revenue, units sold, or usage generated by the licensed work or technology.",{"term":252,"definition":253},"Commission","A payment to a service provider calculated as a percentage of the sales value, deal size, or revenue they directly generate.",{"term":255,"definition":256},"Net Revenue","Gross revenue minus defined deductions — typically returns, refunds, chargebacks, and transaction fees — used as the base for royalty or commission calculations.",{"term":258,"definition":259},"Royalty Base","The specific dollar amount or unit measure to which the royalty rate is applied — critical because small definitional differences compound into large payment discrepancies over time.",{"term":261,"definition":262},"Commission Tier","A stepped commission structure where the percentage rate increases once the service provider exceeds defined revenue or volume thresholds.",{"term":264,"definition":265},"Audit Right","A contractual right allowing the service provider to inspect the client's books and records to verify the accuracy of royalty or commission calculations.",{"term":267,"definition":268},"Clawback","A provision requiring the service provider to return previously paid commissions if the underlying sale is reversed, refunded, or the customer churns within a defined period.",{"term":270,"definition":271},"Exclusivity","A restriction preventing the client from engaging other service providers for the same scope, or preventing the provider from offering the same services to competitors, within a defined territory or period.",{"term":273,"definition":274},"Accounting Period","The defined interval — monthly, quarterly, or annually — over which royalties or commissions are calculated, reported, and paid.",{"term":276,"definition":277},"Residuals","Ongoing royalty or commission payments that continue after the active service engagement ends, based on revenue generated by work or sales completed during the term.",{"term":279,"definition":280},"Intellectual Property License","A grant of rights allowing one party to use, reproduce, or distribute the other's intellectual property under defined conditions without transferring ownership.",[282,287,292,297,302,307,312,317,322,327],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Parties, recitals, and effective date","Identifies both parties by legal name, describes the nature of the relationship in plain terms, and states the date the agreement takes effect.","This Services Agreement is entered into as of [EFFECTIVE DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Provider').","Using trade names or DBA names instead of registered legal entity names — creating an identification mismatch that complicates enforcement if the relationship breaks down.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Scope of services and deliverables","Defines exactly what the provider will do, the format and standard of deliverables, and what is explicitly excluded from the engagement.","Provider shall perform the services described in Schedule A ('Services'), including [SPECIFIC DELIVERABLES], in accordance with the performance standards set out therein. Services exclude [EXCLUDED ACTIVITIES] unless agreed in a signed amendment.","Omitting a clear exclusions list — leaving the scope open-ended invites scope creep that erodes the economics of a commission-based engagement.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Royalty rate or commission structure","States the specific rate, the calculation base (gross vs. net revenue, units, or another metric), any tiered thresholds, and the currency.","Client shall pay Provider a commission of [X]% of Net Revenue attributable to Provider's Services, as defined in Schedule B. Commission rates increase to [Y]% on Net Revenue exceeding $[THRESHOLD] per Accounting Period.","Defining the royalty base as 'revenue' without specifying whether it is gross or net — a distinction that can shift hundreds of thousands of dollars of payment obligation once deductions are applied.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Accounting period, reporting, and payment","Establishes how often commissions or royalties are calculated, when the client must provide a statement, and when payment is due after the period closes.","Client shall provide Provider with a written royalty statement within [15] days of the end of each calendar quarter, accompanied by payment of all amounts due. Statements shall itemize gross revenue, permitted deductions, net revenue, and the resulting commission.","Setting the reporting deadline and payment deadline as the same date — giving the client no time to prepare an accurate statement before payment is due, leading to chronic underpayments and disputes.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Audit rights","Grants the provider the right to inspect the client's financial records related to the royalty or commission base, with defined frequency, notice requirements, and cost allocation.","Provider may, upon [30] days' written notice, audit Client's books and records related to the calculation of commissions no more than once per calendar year. If an audit reveals an underpayment exceeding [5]%, Client shall bear the cost of the audit and pay any shortfall within [10] business days.","No audit right at all — leaving the provider entirely dependent on the client's self-reported numbers with no mechanism to verify accuracy.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Intellectual property ownership and license","Specifies who owns work product created during the engagement and what license (if any) the other party receives to use it.","All work product created by Provider under this Agreement ('Work Product') is and shall remain the intellectual property of [PROVIDER / CLIENT]. Client is granted a [non-exclusive / exclusive] license to use Work Product solely for [PURPOSE] during the Term.","Using a template clause that assigns all IP to the client by default — appropriate for employment but incorrect for a royalty engagement where the provider's ongoing ownership of the IP is the basis for the royalty payment.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Confidentiality","Prohibits both parties from disclosing the other's non-public information — including commission rates, customer data, pricing, and proprietary methods — during and for a defined period after the agreement.","Each party shall hold the other's Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent. This obligation survives termination for a period of [3] years.","One-sided confidentiality clauses that only bind the provider — failing to protect the provider's proprietary methods, pricing models, or client lists disclosed during the engagement.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Term and termination","Sets the initial contract duration, renewal mechanics, and the conditions under which either party may end the agreement — with or without cause — and any notice requirements.","This Agreement commences on the Effective Date and continues for an initial term of [1 YEAR], renewing automatically for successive [1-YEAR] periods unless either party provides [30] days' written notice of non-renewal. Either party may terminate for Cause immediately upon written notice specifying the breach.","No post-termination tail provision — leaving it ambiguous whether the provider earns commissions on deals in-progress or sales that close after termination from work performed during the term.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Post-termination royalties and residuals","Defines whether and for how long the provider continues to receive royalties or commissions on revenue generated after the agreement ends, specifically for work completed or sales initiated during the term.","Following termination, Provider shall continue to receive commissions on Net Revenue from sales initiated by Provider prior to the termination date for a period of [180] days post-termination ('Tail Period'). No commissions are payable on sales initiated after the Tail Period.","Omitting the tail provision entirely — depriving the provider of compensation for deals they sourced or IP they created that generates revenue after termination, which is a primary source of post-engagement disputes.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — including venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law rules. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICDR] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law based on the client's home state without considering that the provider works in a different jurisdiction with mandatory local protections for contractors and commission agents.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Enter the parties' full legal names and effective date","Use each party's registered corporate or legal name — not a trading name or DBA. Confirm the entity type (LLC, corporation, sole proprietorship) and the jurisdiction of formation for both parties.","Run a quick business registry search before signing to confirm the counterparty's legal name and good standing — a mismatch can void the agreement.",{"step":339,"title":340,"description":341,"tip":342},2,"Define the scope of services in Schedule A","List specific deliverables, performance standards, and an explicit exclusions list. Attach Schedule A as a separate exhibit so the scope can be updated by amendment without redrafting the main contract.","For commission-based engagements, specify which activities count as 'Provider-initiated' sales — this definition controls how much of the revenue stream is commissionable.",{"step":344,"title":345,"description":346,"tip":347},3,"Set the royalty rate or commission structure in Schedule B","State the exact percentage, define the calculation base (gross or net revenue, units sold, or another metric), include any tiered thresholds, and specify the currency. If using a hybrid structure, show the calculation order explicitly.","Spell out every deduction that reduces the royalty base — returns, refunds, shipping, and taxes. Any undefined deduction will be taken by the paying party and disputed by the recipient.",{"step":349,"title":350,"description":351,"tip":352},4,"Establish the accounting period, reporting, and payment schedule","Set the accounting period (monthly or quarterly), the deadline for the client to deliver a written royalty or commission statement, and the payment due date after statement delivery. Include a required line-item format for statements.","Build in a 10–15 day gap between the statement deadline and the payment deadline so the provider can review the statement before funds are due — disputes caught early are far cheaper than disputes escalated after payment.",{"step":354,"title":355,"description":356,"tip":357},5,"Draft the audit rights clause","Specify how many audits per year the provider may conduct, the notice period required, what records are in scope, and who pays for the audit if underpayment is found above a materiality threshold.","A 5% materiality threshold is the market standard for shifting audit costs to the client — set it any higher and the clause loses its deterrence value.",{"step":359,"title":360,"description":361,"tip":362},6,"Allocate intellectual property ownership and license","Decide whether the provider retains ownership of work product (typical for royalty arrangements) or assigns it to the client (typical for flat-fee work). Draft the corresponding license grant — exclusive or non-exclusive, territory, duration, and permitted use.","If the royalty is the economic consideration for the IP license, confirm the ownership and license terms are internally consistent — a provider cannot grant a license to IP they have already assigned away.",{"step":364,"title":365,"description":366,"tip":367},7,"Set the term, termination, and post-termination tail","Define the initial term, renewal mechanics, and notice periods. Add a post-termination tail clause specifying the period and conditions under which the provider continues to receive commissions or royalties on work completed during the term.","A 90–180 day tail is market standard for commission-based sales agreements. For royalty arrangements tied to a licensed asset, the tail often runs as long as the asset generates revenue.",{"step":369,"title":370,"description":371,"tip":372},8,"Select governing law and dispute resolution mechanism","Choose governing law that has a meaningful connection to where the services are delivered or where the client operates. Select arbitration over litigation for confidentiality and speed; specify an established administrator (AAA, JAMS, or ICDR) and a seat city.","Include a carve-out allowing either party to seek emergency injunctive relief in court without waiving the arbitration clause — this is critical if IP misuse or commission theft requires a temporary restraining order.",[374,378,382,386,390,394],{"mistake":375,"why_it_matters":376,"fix":377},"Undefined royalty or commission base","Whether the rate applies to gross or net revenue, which deductions are permitted, and how chargebacks are treated can shift the payment obligation by 20–40%. Ambiguity consistently resolves in favor of the paying party.","Define the calculation base in a Schedule, list every permitted deduction by name, and include a worked numerical example showing the full calculation from gross revenue to payment due.",{"mistake":379,"why_it_matters":380,"fix":381},"No audit right clause","Without the right to inspect records, the provider has no independent mechanism to verify that reported revenue is complete and accurate. Underpayments go undetected indefinitely.","Include an annual audit right with a 30-day notice requirement, specify which records are in scope, and add a cost-shifting provision triggered when underpayment exceeds 5% of amounts due.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting a post-termination tail provision","If the agreement is silent on post-termination commissions, courts in most jurisdictions will not imply an entitlement — leaving the provider uncompensated for deals they sourced or IP they created that generates revenue after termination.","Add a tail clause specifying the period (90–180 days for commissions; duration of use for royalties) and defining precisely which transactions qualify as in-scope for post-termination payment.",{"mistake":387,"why_it_matters":388,"fix":389},"Assigning all IP to the client in a royalty engagement","A royalty structure assumes the provider retains ownership of the underlying IP and licenses it to the client. If the IP is fully assigned, the royalty has no legal basis and the provider loses leverage to enforce payment.","Use a license grant rather than an assignment for royalty arrangements. If assignment is required by the client, replace the royalty with a one-time lump-sum buy-out or negotiate a perpetual license-back to the provider.",{"mistake":391,"why_it_matters":392,"fix":393},"Using the same governing law clause regardless of provider location","Several jurisdictions — California, the EU, and Canada — have mandatory local protections for service providers and commission agents that apply regardless of what the contract says. A New York choice-of-law clause does not override California's Labor Code protections for a California-based provider.","Identify where each party is located and where services are performed before selecting governing law. Have counsel confirm which mandatory local statutes apply and whether they create minimum payment floors that override the contract.",{"mistake":395,"why_it_matters":396,"fix":397},"No clawback definition or scope","Without a defined clawback scope and time window, disputes arise over whether the provider must return commissions on deals that reverse months or years later. Unlimited clawback exposure makes the compensation structure unpredictable for the provider.","Define clawback triggers precisely — refunds within 90 days, chargebacks within 30 days, customer cancellation within the first billing cycle — and cap clawback exposure at a defined percentage of total commissions paid in the prior quarter.",[399,402,405,408,411,414,417,420,423],{"question":400,"answer":401},"What is a services agreement with royalties or commission?","A services agreement with royalties or commission is a binding contract between a service provider and a client that combines a defined scope of work with performance-based compensation — either a royalty tied to revenue or usage of a work or licensed asset, a commission on sales generated, or a hybrid of both. It differs from a flat-fee services contract because the provider's total pay depends partly on the commercial outcome their work produces, which requires detailed clauses on calculation methodology, reporting, and audit rights that standard services agreements lack.\n",{"question":403,"answer":404},"What is the difference between a royalty and a commission in a services agreement?","A royalty is paid to a rights-holder based on revenue or usage generated by a licensed work, invention, or technology — the provider is typically compensated for allowing the client to use something they created or own. A commission is paid to an agent or salesperson based on the sales value or deals they close on the client's behalf. Both use a percentage-of-revenue structure, but royalties are typically ongoing for as long as the asset is used, while commissions are transactional and tied directly to individual sales events.\n",{"question":406,"answer":407},"Does this agreement classify the provider as an employee?","No. A properly structured services agreement with royalties or commission engages the provider as an independent contractor, not an employee. The key markers are that the provider controls how and when they perform the services, assumes their own business expenses, and is not integrated into the client's workforce. Misclassification — treating an employee as a contractor to pay commission instead of salary — triggers tax liability, benefit entitlement claims, and penalties. If in doubt, consult an employment lawyer before signing.\n",{"question":409,"answer":410},"How should royalty rates or commission percentages be set?","Rates vary significantly by industry and the nature of the services. Sales commissions for B2B SaaS typically run 8–15% of annual contract value. Royalty rates for licensed music or creative content commonly range from 5–15% of net revenue. Inventor royalties on patented products typically run 3–8% of net sales. The rate should reflect the provider's contribution to the revenue stream, the exclusivity granted, and the duration of the obligation. Always define whether the rate applies to gross or net revenue before negotiating the percentage.\n",{"question":412,"answer":413},"What records should the royalty or commission statement include?","A complete statement should show gross revenue for the accounting period, each permitted deduction itemized by type and dollar amount, net revenue after deductions, the applicable rate or tiered rates, the commission or royalty amount calculated, any clawbacks or adjustments from prior periods, and the net amount payable. Requiring this level of detail in the contract makes disputes far easier to resolve and gives the audit-right clause practical teeth.\n",{"question":415,"answer":416},"Can the provider terminate the agreement if commissions are not paid on time?","Yes, in most jurisdictions a material breach of the payment obligation entitles the non-breaching party to terminate after providing written notice and a defined cure period — typically 10 to 30 days. The contract should spell this out explicitly, including whether late payments accrue interest, the notice format required, and whether the provider retains the right to post-termination tail commissions even if they terminate for the client's non-payment.\n",{"question":418,"answer":419},"Is an audit right standard in commission and royalty agreements?","Yes. Audit rights are a standard and expected feature of any agreement where compensation is tied to reported revenue figures. Without one, the provider has no independent mechanism to verify the accuracy of statements. Market practice is one audit per calendar year with 30 days' notice, limited to records relevant to the royalty or commission calculation. Cost-shifting to the client when underpayment exceeds 5% is the accepted threshold in most commercial agreements.\n",{"question":421,"answer":422},"What happens to commissions or royalties if the agreement is terminated early?","This depends entirely on what the contract says. Without an explicit post-termination tail clause, courts in most jurisdictions will not imply an entitlement to commissions on deals completed after termination, even if the provider sourced or substantially advanced the deal before leaving. A well-drafted tail clause specifies a defined period — typically 90–180 days for commissions — during which the provider receives payment on revenue from qualifying transactions initiated before termination.\n",{"question":424,"answer":425},"Do I need a lawyer to finalize this agreement?","For straightforward domestic engagements with clear scope and simple commission structures, a high-quality template is a strong starting point. Legal review is strongly recommended when the commission or royalty base is complex, when IP ownership is material to the economics, when either party is in a jurisdiction with mandatory contractor protections (California, Canada, UK, EU), or when the total compensation exposure is significant. A one-to-two hour attorney review typically costs $400–$800 and is worthwhile for any arrangement where commissions could exceed $25,000 annually.\n",[427,431,435,439],{"industry":428,"icon_asset_id":429,"specifics":430},"Technology and SaaS","industry-saas","Reseller and channel partner commission agreements, API licensing royalties, and white-label revenue-share arrangements where the rate typically applies to monthly recurring revenue.",{"industry":432,"icon_asset_id":433,"specifics":434},"Media, Publishing, and Entertainment","industry-media","Author, musician, and filmmaker royalty agreements calculated on net sales or streaming plays, with detailed audit rights given the complexity of distributor-reported revenue.",{"industry":436,"icon_asset_id":437,"specifics":438},"Professional Services and Sales","industry-professional-services","Independent sales representative agreements with tiered commission structures, territory exclusivity clauses, and tail provisions covering deals in progress at contract end.",{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing and Consumer Products","industry-manufacturing","Inventor and patent-holder royalty agreements on units sold, with royalty bases defined at the ex-factory price level and carve-outs for returns and distributor allowances.",[444,447,449,451],{"vs":224,"vs_template_id":445,"summary":446},"commission-agreement-D168","A standalone commission agreement covers only the payment of a percentage on sales closed — it typically lacks service scope, IP clauses, and royalty mechanics. A services agreement with royalties or commission combines the full contractor relationship with performance-based pay, making it the right choice when the provider's activities extend beyond pure sales to include creative work, licensing, or advisory services.",{"vs":228,"vs_template_id":229,"summary":448},"A royalty agreement governs the licensing of existing intellectual property in exchange for ongoing revenue-based payments, without a defined services scope. Use it when the provider has already created the asset and simply licenses it. A services agreement with royalties adds a concurrent services scope — covering work the provider will perform during the term — making it the right choice when the provider is both performing services and receiving ongoing royalties.",{"vs":101,"vs_template_id":232,"summary":450},"A standard independent contractor agreement defines scope, deliverables, and typically a flat fee or hourly rate — it lacks royalty calculation mechanics, accounting period reporting obligations, and audit rights. It is appropriate for project-based engagements with fixed compensation. Use the services agreement with royalties or commission whenever any portion of compensation is variable and tied to revenue performance.",{"vs":114,"vs_template_id":452,"summary":453},"distribution-agreement-D193","A distribution agreement governs the resale of physical or digital products through a defined channel — the distributor earns a margin on resale, not a commission paid by the manufacturer. A services agreement with commissions is used when the provider actively promotes or sells the client's products as an agent, with the client retaining the direct customer relationship. The key distinction is whether the provider takes title to goods (distribution) or acts as an agent (commission services).",{"use_template":455,"template_plus_review":459,"custom_drafted":463},{"best_for":456,"cost":457,"time":458},"Straightforward domestic commission or royalty engagements with clear scope and a single jurisdiction","Free","30–60 minutes",{"best_for":460,"cost":461,"time":462},"Cross-border engagements, complex tiered commission structures, or material IP licensing components","$400–$800","2–5 business days",{"best_for":464,"cost":465,"time":466},"High-value royalty arrangements, multi-territory licensing, regulated industries, or exclusive channel partner agreements","$1,500–$5,000+","1–3 weeks",[468,473,478,483],{"code":469,"name":470,"flag_asset_id":471,"note":472},"us","United States","flag-us","Commission agent protections vary sharply by state. California Labor Code §2751 requires written commission plans and prohibits clawbacks on earned commissions once a deal closes. Illinois, New York, and several other states have similar earned-commission statutes. At the federal level, independent contractor classification under the IRS 20-factor test and Department of Labor ABC test must be satisfied to avoid employment tax liability. Non-compete and non-solicit enforceability for commission agents varies by state.",{"code":474,"name":475,"flag_asset_id":476,"note":477},"ca","Canada","flag-ca","Independent sales agents in Canada are generally protected under provincial legislation. Ontario's Arthur Wishart Act and similar provincial statutes regulate certain commission relationships. Courts frequently imply reasonable notice obligations even in contractor agreements if the relationship resembles employment. Quebec requires that contracts for services performed in the province be available in French for Quebec-based parties. Ensure commission calculation clauses meet provincial minimum standards for transparency and timely payment.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 provide mandatory protections to self-employed agents who negotiate or conclude sales on behalf of a principal — including rights to a written contract, minimum commission on orders procured, and compensation or indemnity on termination. These protections cannot be contracted out and apply regardless of governing law if the agent operates in the UK. Royalty arrangements tied to IP licensing must also consider HMRC withholding tax obligations on cross-border royalty payments.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"eu","European Union","flag-eu","EU Directive 86/653/EEC on self-employed commercial agents is implemented in all member states and grants agents the right to commission on transactions procured during and after the agency, a minimum notice period, and compensation or indemnity on termination — typically one year's average commission. Post-termination non-compete clauses for agents are limited to two years and must be accompanied by compensation in many member states. GDPR applies to any personal data processed in connection with the commission reporting or audit process.",[225,229,232,243,246,489,490,491,492,493,494,495],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","service-agreement-D12711","sales-representative-agreement-D556","technology-licensing-agreement-D13434","partnership-agreement-D12551","consulting-agreement-D163",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":123,"secondary_folder":498,"document_type":499,"industry":500,"business_stage":501,"tags":502,"confidence":508},"services-and-consulting","agreement","general","all-stages",[503,504,505,506,507],"royalty","commission","contract","services-agreement","performance-linked-compensation",0.95,"\u003Ch2>What is a Services Agreement With Royalties or Commission?\u003C/h2>\n\u003Cp>A \u003Cstrong>Services Agreement With Royalties or Commission\u003C/strong> is a legally binding contract that defines both the scope of work a service provider will perform and a performance-linked compensation structure — either a royalty calculated as a percentage of revenue or usage generated by a licensed asset, a commission on sales or deals the provider closes on the client's behalf, or a combination of both. Unlike a flat-fee services contract, this agreement requires detailed clauses governing the royalty or commission calculation base, reporting obligations, audit rights, and post-termination entitlements, because the provider's total compensation depends on figures the client controls and reports. It is available as a free Word download you can edit online and export as PDF for execution.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written agreement that precisely defines the royalty or commission structure, both parties operate on assumptions that inevitably diverge the moment the first payment is due. Providers find themselves unable to verify whether reported revenue is complete; clients face ambiguous clawback exposure when deals reverse. If the agreement is silent on post-termination commissions, courts in most jurisdictions will not imply an entitlement — leaving a provider uncompensated for deals they sourced before the contract ended. Intellectual property ownership disputes are equally common: a royalty arrangement assumes the provider retains the IP they are licensing, but a poorly drafted services contract may assign that IP to the client, eliminating the legal basis for the royalty itself. This template closes each of those gaps with clearly structured clauses for calculation methodology, audit rights, IP ownership, and post-termination tail provisions — giving both parties a clear, enforceable framework before any work begins.\u003C/p>\n",1781186006359]