Commission Agreement Contract Template

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Commission Agreement


This Commission Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Effective Date”) by and between:


Party A: [PARTY A NAME], with an address located at [PARTY A ADDRESS]. (“Party A”).

Party B: [PARTY B NAME], with an address located at [PARTY B ADDRESS]. (“Party B”).


WHEREAS, Party A is engaged in the business of [DESCRIBE BUSINESS OF PARTY A]; and WHEREAS, Party B is engaged in the business of [DESCRIBE BUSINESS OF PARTY B];


and WHEREAS, Party A wishes to engage Party B to sell and/or market [DESCRIBE PRODUCT OR SERVICE BEING SOLD OR MARKETED] (the “Products”) on behalf of Party A; and WHEREAS, Party B desires to sell and/or market the Products on behalf of Party A in accordance with the terms and conditions set forth herein; NOW THEREFORE, the Parties hereby agree as follows:


  1. Engagement: Party A hereby appoints Party B, and Party B hereby accepts such appointment, as Party A’s [sole and exclusive] OR [non-exclusive] [sales representative/distributor/agent] (the “Sales Representative”) for the Products in the Territory (as defined below) during the Term (as defined below). Party B’s appointment as Sales Representative is conditioned upon Party B’s compliance with the provisions of this Agreement. Party B shall use commercially reasonable efforts to promote and sell the Products within the Territory.


  1. Territory: The “Territory” means the following geographic areas: [DESCRIBE TERRITORY]. Party A reserves the right to modify the Territory from time to time upon written notice to Party B, provided that any such modification shall not materially and adversely affect Party B’s existing business.


  1. Pricing: The price for the Products shall be as set forth in Exhibit A . Party A reserves the right to modify pricing from time to time upon thirty (30) days written notice to Party B, provided that any such modification shall not materially and adversely affect Party B’s existing business.


  1. Party B is obligated to sell the Products only at the agreed upon price



  1. Orders . All orders for Products shall be submitted by Party B to Party A in writing using the ordering procedures specified by Party A from time to time. All such orders shall be subject to acceptance by Party A in its sole and absolute discretion.


4.a [IF APPLICABLE] Party A takes responsibility for the maintenance for any and all goods bailed to it for the purpose of delivery to the final buyer. Party A shall be liable to the end users in case of any defect in the Products arising from their time in possession of the Products.  Party A shall also indemnify Part B against any and all claims, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of such damage.


  1. Payment Terms . Payment terms for the Products shall be net thirty (30) days from the date of shipment.


  1. Party B’s commission from its sales will constitute _____ of the sale value. The commission amount may be renegotiated and amended with the mutual agreement of both parties.


  1. Party B shall not be liable for any incidental, special or consequential defects in the Products sold, even if the Party was warned of the possibility of said defect.




  1. Warranty . Party A warrants that the Products shall conform to the specifications set forth in Exhibit B . Party A’s sole and exclusive liability, and Party B’s sole and exclusive remedy, for any breach of the foregoing warranty shall be, at Party A’s option, (i) the repair or replacement of nonconforming Products, or (ii) a refund of the purchase price paid for nonconforming Products. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. PARTY A EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.


  1. Confidential Information .


(a) Definition . As used herein, the term “Confidential Information” means all information or material that has or could have commercial value or other utility in the business in which Party A is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning.


If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.


(b) Exclusions . Receiving Party’s obligations under this Agreement do not extend to information that is:


  • publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
  • discovered or created by the Receiving Party before disclosure by Disclosing Party;
  • or
  • is disclosed by the ReceivingParty with the Disclosing Party’s prior written approval.


(c) Obligations of the Receiving Party .


Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of the Disclosing Party, use for the Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Disclosing Party requests it in writing.


  1. 11. Indemnification . Party B shall indemnify, hold harmless, and defend Party A and its shareholders, partners, members, directors, officers, managers, employees, agents, and affiliates (collectively, the “Party A Indemnities”) at Party B’s own expense, against any and all claims, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) incurred by any Party A Indemnity in connection with any claim arising out of or related to (i) Party B’s breach of any of its representations, warranties, or obligations under this Agreement, or (ii) the negligent acts, errors, or omissions of Party B or any of its employees, agents, or contractors.


  1. 12. Term and Termination .


(a) This Agreement shall commence on the Effective Date and continue for a period of two (2) years (the “Initial Term”). Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless either Party gives the other Party written notice of its intent not to renew at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are collectively referred to herein as the “Term”.


(b) Notwithstanding the foregoing, either Party may terminate this Agreement immediately upon written notice to the other Party if: (i) the other Party fails to perform any of its material obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice thereof; or (ii) the other Party becomes the subject of any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or any assignment for the benefit of creditors.


(c) In addition to the termination rights set forth in Section 10(b) above, Party A may terminate this Agreement immediately upon written notice to Party B if it comes to Party A’s knowledge that the marketing, promotion, or sale of the Products by Party B is illegal or if Party B violates any applicable law, rule, regulation, or order in connection with marketing, promotion, or sale of the Products.


(d) Upon any expiration or termination of this Agreement, the following provisions shall survive: Sections 3, 4, 5, 6, 7, 8, 9, 10(d), and 11. 11. Miscellaneous .


(a) Force Majeure . Neither Party shall be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond such Party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, insurrection, sabotage, embargo, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability


Signature of the parties:


Party A:

Signature: ____________________________

Typed or Printed Name: ___________________

Title: _______________________________


Party B:

Signature: ____________________________

Typed or Printed Name: ___________________

Title: _______________________________