Template for Commission Sales Agreement

COMMISSION SALES AGREEMENT

Document ID: CSA-[YEAR]-[SERIAL_NUMBER] Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: [State/Country]

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LEGAL DISCLAIMER

This document is provided for informational purposes as a template for professional use. It does not constitute legal advice. Laws governing commission-based sales and independent contractor/employee classifications vary significantly by jurisdiction (e.g., FLSA in the U.S., IR35 in the U.K.). Parties are strongly advised to consult with local legal counsel to ensure compliance with applicable labor, tax, and trade regulations before execution.

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1. PARTIES AND RECITALS

This Commission Sales Agreement (the "Agreement") is entered into as of the Effective Date by and between:

COMPANY: [Company Full Legal Name], a [State of Incorporation] corporation, with its principal place of business at [Company Address] ("Company").

REPRESENTATIVE: [Individual or Entity Full Legal Name], with a principal address at [Representative Address] ("Representative").

RECITALS: WHEREAS, Company desires to engage Representative to solicit sales of its products and/or services; and WHEREAS, Representative desires to provide such services to Company on an independent contractor basis, subject to the terms and conditions herein.

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2. SCOPE OF SERVICES

2.1 Engagement. Company hereby engages Representative as a non-exclusive/exclusive [choose one] sales agent to promote and solicit orders for the products/services listed in Exhibit A ("Products"). 2.2 Authority. Representative shall have no authority to enter into contracts, bind the Company to any obligation, or make representations outside of Company’s standard terms without express written consent. 2.3 Independent Contractor. Representative is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, or joint venture relationship. Representative is responsible for all federal, state, and local taxes.

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3. COMPENSATION AND PAYMENT TERMS

3.1 Commission Rate. Company shall pay Representative a commission equal to [Percentage]% of the "Net Sales Revenue" actually collected by Company. 3.2 Net Sales Revenue. Defined as the gross invoice amount received by Company from customers procured by Representative, excluding sales tax, shipping, insurance, discounts, and credit card processing fees. 3.3 Payment Schedule. Commissions shall be calculated monthly and paid within [Number] days following the end of the month in which the payment from the customer is cleared and received by Company. 3.4 Late Payment. Past due payments shall accrue interest at a rate of [Number]% per month or the maximum rate permitted by law, whichever is lower.

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4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continue for a period of [Number] months/years unless terminated earlier. 4.2 Termination for Convenience. Either party may terminate this Agreement upon [Number] days' prior written notice. 4.3 Termination for Breach. Either party may terminate immediately upon written notice if the other party commits a material breach and fails to cure such breach within [Number] days of receiving notice. 4.4 Post-Termination Commissions. Upon termination, Representative shall be entitled to commissions on orders accepted by Company prior to the termination date, provided such sales are finalized within [Number] days post-termination.

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5. INTELLECTUAL PROPERTY AND WORK PRODUCT

5.1 Ownership. All materials, sales collateral, customer lists, and proprietary information provided by Company to Representative remain the sole property of Company. 5.2 Work Made for Hire. Any creative work, sales scripts, or marketing collateral developed by Representative specifically for the Company shall be deemed "Work Made for Hire" and the exclusive property of the Company.

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6. CONFIDENTIALITY

6.1 Non-Disclosure. Representative acknowledges that they will have access to "Confidential Information" (e.g., pricing, customer lists, business strategies). Representative agrees to maintain such information in strict confidence and use it solely for the performance of this Agreement. 6.2 Survival. This obligation survives the termination of this Agreement for a period of [Number] years.

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7. REPRESENTATIONS AND WARRANTIES

7.1 Authority. Each party represents that it has the full power and authority to enter into this Agreement. 7.2 Compliance. Representative warrants that they will perform services in compliance with all applicable laws and will not engage in deceptive or unethical sales practices.

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8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Indemnification. Representative shall indemnify and hold Company harmless from any claims, damages, or expenses arising out of Representative’s gross negligence, willful misconduct, or unauthorized representations. 8.2 Limitation. In no event shall Company be liable for indirect, incidental, or consequential damages. Total liability under this Agreement shall not exceed the total commissions paid in the 12 months preceding the claim.

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9. DISPUTE RESOLUTION

9.1 Governing Law. This Agreement is governed by the laws of [Jurisdiction]. 9.2 Arbitration. Any dispute arising under this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association (AAA). The prevailing party shall be entitled to recover reasonable attorney’s fees.

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10. MISCELLANEOUS

10.1 Severability. If any provision is found invalid, the remainder of the Agreement shall continue in full force. 10.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior discussions. 10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [REPRESENTATIVE FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Replace all bracketed text [ ] with actual data. Ensure the "Scope of Services" and "Commission Rate" sections are specific to avoid ambiguity.
2. Review: Have a qualified legal professional review the completed draft to confirm compliance with your specific industry regulations.
3. Signatory Verification: Ensure the individuals signing have the corporate authority (as evidenced by a Board Resolution or Bylaws) to bind their respective companies.
4. Execution:
   • Print two copies, or utilize an electronic signature platform (e.g., DocuSign, Adobe Sign, or HelloSign).
   • If using electronic signatures, ensure the platform produces a comprehensive Audit Trail/Certificate of Completion.
5. Record Retention:
   • Store the fully executed PDF in a secure, encrypted document management system.
   • Maintain a physical or digital copy for at least 7 years post-termination to address potential tax audits or legal disputes.