Commission Agreement Template

Parties. This Commission Contract ("Agreement") is entered into on  (the “Effective Date”) by and between the Sales Representative, legal name  ("Representative") and the Company, legal name/company  ("Company") (collectively, the “Parties”).

1) Term

The engagement begins on Start Date:  and continues until End Date:  or until terminated under Section 12. Any extension or renewal must be confirmed in a signed writing.

2) Position; Territory; Responsibilities

Representative will promote and/or sell the following Products/Services: 

 within the Territory/Accounts: 

. Core responsibilities include prospecting, qualifying, pipeline development, presenting, negotiating, and closing in accordance with Company policies; timely CRM updates; and accurate order documentation. Title/Supervisor (if applicable): 

.

3) Relationship Status; Authority

The Parties designate the relationship as (select one):  Employee  Independent Contractor  Agent (non-employee). Representative has no authority to bind Company, make warranties, or alter pricing/terms except as Company expressly authorizes in writing.

• If Employee: compensation is processed via payroll; taxes/withholdings per law; eligibility for benefits per plan documents.
• If Independent Contractor/Agent: Representative is solely responsible for taxes, insurance, and benefits; not eligible for Company employee benefits; provides own tools except as expressly supplied by Company.

4) Compensation; Commission Rates

Compensation consists of base pay: $  per  (if any), and a Commission rate of % on all sales generated per this Section. The Commission rate(s) and any tiering or splits are: . Commission Rate Schedule: . Unless otherwise stated, Commissions will be calculated based on the Net Sales Revenue (invoice minus discounts, credits, taxes, shipping, third-party pass-throughs). Company may issue a Commission Plan addendum; in a conflict, the signed addendum controls.

5) Quotas; Eligibility to Earn

Representative’s quotas are: . Commission is earned only upon meeting the quota(s) applicable to the period and satisfying Section 6; shortfalls  do carry over /  do not carry over. Company may adjust quotas prospectively upon reasonable notice for material market or product changes.

6) Calculation & Payment Method

A commission is earned when: (i) Company accepts the order; (ii) the customer’s payment has been received in cleared funds; and (iii) the transaction is not subject to a right of return, chargeback, or non-payment within  days (“Earning Event”). Commissions are paid within  days after month-end for Earning Events occurring in that month, via . Statements showing transactions and calculations will be provided electronically.

7) Clawback; Offsets

If a paid transaction is later refunded, rescinded, charged back, uncollected beyond  days, or materially reduced, Company may claw back the related commission by invoice, payroll deduction (employees only), or offset against future commissions. Representative agrees to repay any overpayment within  days of written notice.

8) Expenses

The Parties agree the following business expenses are Company-paid (e.g., CRM license, marketing collateral): ; the following are Representative-paid (e.g., mobile, travel, prospecting tools):  . Any other expense requires prior written approval to be reimbursable and must be documented by receipts within  days.

9) Insurance (if applicable)

If Representative is an independent contractor/agent, Representative will maintain at Representative’s expense: Commercial General Liability $ per occurrence and Errors & Omissions (if applicable) $ per claim, and provide certificates upon request. Additional insured wording for Company (if required):





10) Confidentiality; Nondisclosure

Representative will not disclose, use, or allow access to Company Confidential Information except as needed to perform under this Agreement and will safeguard it with reasonable care. “Confidential Information” includes non-public business, technical, pricing, client, and personnel data. These obligations survive for  years after termination (trade secrets indefinitely). All Company materials and data remain Company property and must be returned upon request or termination.

11) Changes; Amendments

This Agreement (including commission plans/quotas) may be modified only by a signed writing by both Parties. Email may constitute a signed writing if the Parties expressly so state in the email.

12) Termination

Either Party may terminate without cause on  days’ written notice, or for cause immediately upon uncured material breach after  days’ written notice describing the breach. Upon termination, Representative is entitled to commissions earned under Section 6 as of the effective termination date; post-termination pipeline commissions (if any) are limited to: 

.

All Company property and data must be returned by the termination date.

13) Dispute Resolution; Remedies

The Parties will first attempt good-faith negotiation. If unresolved, they will proceed to mediation administered by  in . If still unresolved, disputes will be resolved by binding arbitration administered by  with the seat/venue in . Governing law:  (without regard to conflicts rules). Limitation of liability: Neither Party is liable for indirect or consequential damages; Company’s aggregate liability is limited to commissions properly earned but unpaid.

14) Miscellaneous

Assignment. Representative may not assign this Agreement without Company’s written consent; Company may assign to an affiliate or successor. Severability. If a provision is unenforceable, it is limited to the minimum extent necessary; the remainder remains effective. Entire Agreement. This Agreement (and any signed plan/addendum) is the entire agreement on its subject and supersedes prior discussions. Notices. Sent to the Party addresses above (or updated in writing) by personal delivery, courier, or email with confirmation. Counterparts/E-sign. Electronic signatures and counterparts are valid.