Commission and non-solicitation agreement

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Commission payments and non-solicitation obligations are combined in this template agreement.

Author: Alasdair Taylor
Updated: 11 May 2023
Length: 8 pages
Notes: 8 pages
Format: MS Word (.DOCX)

This is a template commission contract with non-solicitation provisions.

The commission provisions specify the circumstances in which one party must pay commission to the other party. For example, commission may be payable if a customer is introduced by the other party. The amount of the commission payable will usually be a percentage of some other amount.  For example, in the case of a customer introduction, the amount may be a percentage of the fees paid by the customer during the first x months of the customer relationship.

An optional right of audit is included with the commission provisions. If you retain this right, the party entitled to receive commission will be able to examine the business records of the party obliged to pay the commission for the purpose of ascertaining whether the proper amount of commission has been paid.

The contract's non-solicitation provisions may be mutual or unilateral. Mutual provisions protect both parties, whereas unilateral provisions will protect only one party. In each case, the non-solicitation restrictions may be broad or narrow, with respect to the classes of person that they cover (for example, employees, agents, subcontractors, customer or suppliers) and with respect to the types of act that they cover (for example, employee poaching, joint ventures, revealing trade secrets or other business arrangements).

  1. Definitions
  2. Term
  3. Commission
  4. Interest
  5. Audit
  6. Non-solicitation: restrictions on First Party
  7. Non-solicitation: restrictions on Second Party
  8. Warranties
  9. Indemnities
  10. Termination
  11. Effects of termination
  12. Notices
  13. General
  14. Interpretation

Can the non-solicitations sections of this document be limited to a particular territory?

Yes. A definition of "Territory" is plugged-in to the relevant non-solicitation restrictions. There may however be additional legal issues with territorial-based restrictions.

When does commission earned under this agreement become payable?

Within X days following the event giving rise to the payment obligation, the party due to be paid should receive notice of that event. At any time following such notice, they can issue an invoice for the commission. And commission must be paid within X days following the date of issue or receipt of that invoice.

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