COMMISSION AGREEMENT WITH
INDEMNITY PROVISION
This Commission Agreement with
Indemnity Provision ("Agreement") is between __________________
("Company") and ______________("Agent").
In consideration of the mutual
agreements and covenants herein contained, the parties hereto
agree as follows:
1. AGENCY: The Company appoints
the Agent as its _____ exclusive agent or _____ non-exclusive
agent for the following purposes:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
2. INDEPENDENT CONTRACTOR: This
Agreement shall not render the Agent an employee, partner, or
joint venturer with the Company for any purpose. The Agent is
and will remain an independent contractor in his or her relationship
to the Company. The Company shall not be responsible for withholding
taxes with respect to the Agent's compensation hereunder. The
Agent shall have no claim against the Company hereunder or otherwise
for vacation pay, sick leave, retirement benefits, social security,
worker's compensation, health or disability benefits, unemployment
insurance benefits, or employee benefits of any kind.
3. DUTIES: The following duties
shall be required of Agent:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
Agent shall lack authority to bind
Company to any agreement or contract until Agent obtains written
consent from ________________________________________ [Name
of Individual] of the Company.
4. INSURANCE: The Agent will carry
liability insurance (including malpractice insurance, if warranted)
relative to any service that he or she performs for the Company.
5. COMMISSION: For the Agent's
services, the Company shall pay the Agent the following commission
percentage: ________ % of the Agent's total sales.
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Provide additional details if necessary.]
6. EXPENSES: _____ Not applicable
or _____ As part of the compensation to the Agent, the Agent
shall also be reimbursed for the following expenses:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Describe all expenses for which the Agent may be reimbursed.]
The Company shall not be obligated
to reimburse the Agent for any additional expenses incurred
in the performance of services pursuant to this Agreement unless
agreed in writing by the Company in advance.
7. TERM: Unless renewed, this Agreement
expires at midnight on ________________________ [date].
8. RENEWAL: _____ Not applicable
or _____ This Agreement shall automatically renew for increments
of _____ days or _____ one month or _____ one year, unless either
party gives ________ days written notice to the other party
of his or her intent not to renew. Notice shall be deemed sufficiently
given or served if sent by United States certified mail, return
receipt requested, addressed as follows:
If to the Company to:
_________________________________________________________
[Typed or Printed Name of Company Representative]
_________________________________________________________
[Company Representative's Address]
If to the Agent to:
_________________________________________________________
[Typed or Printed Name of Agent]
_________________________________________________________
[Agent's Address]
The parties shall each have the
right from time to time to change the place notice is to be
given under this paragraph by written notice thereof to the
other party.
9. EXCLUSIONS: _____ Not applicable
or _____ Excluded from this Agreement are all existing written
agreements in place at the time of the execution of this Agreement
with other agents.
10. INDEMNIFICATION: In fulfilling
Agent's duties pursuant to this Agreement, the Agent agrees
to indemnify and to hold harmless the Company, its affiliates,
and their respective officers, directors, agents and employees,
against any and all losses, claims, damages and expenses, including
reasonable and necessary attorney's fees, to the extent any
such losses, claims, damages and expenses are due to the acts
or omissions of the Agent, its officers, directors, agents and
employees. The Agent, in its sole discretion, shall select counsel
to defend any action pursuant to this indemnity. The Company
hereby covenants not to settle or compromise any claim or cause
of action for which indemnification is sought from Agent without
the written permission of Agent. The obligation of Agent to
so indemnify the Company is expressly contingent upon the Company's
notifying the Agent, in writing, within seven (7) calendar days
after Company knows, or reasonably should have known, of any
claim, complaint, potential cause of action or proceeding. Failure
by the Company to timely notify Agent shall relieve Agent of
its obligation to so indemnify the Company to the extent any
such delay materially prejudices the substantive rights and
defenses available to Agent, or otherwise increases the damages,
settlement costs, or costs of defense. Agent shall have no obligation
to indemnify the Company should any such losses, claims, damages
and expenses result, in whole or in part, from acts, omissions,
willful misconduct or gross negligence of the Company, its affiliates,
officers, directors, agents and employees. This indemnity obligation
shall terminate four (4) years following the expiration of this
Agreement. The Agent shall require any third party that enters
into an agreement with the Agent (for the purposes of Agent's
fulfilling its duties pursuant to this Agreement) to execute
the Indemnity Agreement attached hereto as Exhibit A.
11. MODIFICATION: This Agreement
may not be modified except by amendment reduced to writing and
signed by both Company and Agent. No waiver of this Agreement
shall be construed as a continuing waiver or consent to any
subsequent breach thereof.
12. ENTIRE AGREEMENT: This Agreement
sets forth the entire agreement and understanding between the
parties relating to the subject matter herein and supersedes
all prior discussions between the parties. No modification of
or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing signed
by the party to be charged. Any subsequent change or changes
in the Agent's duties or commission will not affect the validity
or scope of this Agreement.
13. GOVERNING LAW; CONSENT TO PERSONAL
JURISDICTION: THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF
THE STATE OF CALIFORNIA WITHOUT REGARD FOR CONFLICTS OF LAWS
PRINCIPLES. AGENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE
STATE OF CALIFORNIA FOR ANY LAWSUIT FILED THERE AGAINST THE
AGENT BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.
14. SEVERABILITY: If one or more
of the provisions in this Agreement are deemed void by law,
then the remaining provisions will continue in full force and
effect.
15. HEADINGS: Section headings
are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents
hereof.
16. ATTORNEY FEES: In the event that this Agreement becomes
subject to litigation between the parties hereto, the parties
agree that the prevailing party shall be entitled to an award
of attorney's fees, costs, and the prevailing statutory interest
from the other party.
17. ADDITIONAL ACKNOWLEDGMENTS: Both parties acknowledge and
agree that: (a) the parties are executing this Agreement voluntarily
and without any duress or undue influence; (b) the parties have
carefully read this Agreement and have asked any questions needed
to understand the terms, consequences, and binding effect of
this Agreement and fully understand them; and (c) the parties
have sought the advice of an attorney of their respective choice
if so desired prior to signing this Agreement.
18. FURTHER DOCUMENT: If any other
provisions or agreements are necessary to enforce the intent
of this document, both parties agree to execute such provisions
or agreements upon request.
This Agreement, consisting of ___________ pages, including this
page, is entered into this the ____ day of ______________, 20____.
Company:
_________________________________________________________
[Signature of Company Representative]
_________________________________________________________
[Typed or Printed Name of Company Representative]
Agent:
_________________________________________________________
[Signature of Agent]
_________________________________________________________
[Typed or Printed Name of Agent]
ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF ________________
PERSONALLY came and appeared before
me, the undersigned authority, on this day appeared ________________________________________
[Name of Company Representative] and ________________________________________
[Name of Agent], known to me to be the persons whose names are
subscribed to the foregoing instrument, and acknowledged to
me that they executed the instrument for the purposes and consideration
expressed in the instrument.
GIVEN under my hand and seal of
office on this the _____ day of _________________, 20__.
____________________________________
NOTARY PUBLIC
My Commission Expires:
______________________
--------------------------------------------------------------------------------
(Exhibit A)
INDEMNITY AGREEMENT
RECITATION:
COMPANY: _______________________________________________
AGENT: ___________________________________________________
and
its employees, agents, and/or business invitees.
SUB-AGENT: ___________________________________________________________
The Sub-Agent hereby agrees that
in all matters relating to [describe the service/product that
the Sub-Agent will provide to the Agent, or reference the separate
agreement/contract, if any, between the Sub-Agent and the Agent:]
___________________________________________________________
___________________________________________________________
("Product"), Sub-Agent will look solely to the Agent;
that the Sub-Agent will not look to the Company for any purpose
whatsoever in connection with the Sub-Agent's agreement with
the Agent.
The Sub-Agent does hereby indemnify,
defend, and hold harmless the Company, its officers, directors,
employees, representatives, partners, subsidiaries, affiliates,
as well as all other agents that are not party to this Indemnity
Agreement (collectively the "Company Group"), from
and against any and all claims, causes of action, losses, damages,
suits and liabilities of every kind whatsoever, including all
expenses of litigation, court costs and attorneys' fees (including,
but not limited to, all expenses of litigation and reasonable
attorneys' fees incurred by the Company Group in enforcing the
provisions of this Indemnity Agreement), arising out of or from,
incident to, or resulting from, the Product or any transaction
related thereto.
The Sub-Agent hereby acknowledges
and agrees that this Indemnity Agreement shall remain in full
force and effect even if Agent's relationship with the Company
is terminated or canceled.
Moreover, the Sub-Agent agrees
hereby to look solely to Agent, and never to the Company, for
any such misunderstanding, conflict or other problem or problems
that may arise between the Agent and Sub-Agent; and this indemnity
shall continue in full force and effect, so long as there are
any dealings, or courses of action, between the Agent and Sub-Agent
or other parties involved with the Product, and for any period
of limitations thereafter.
Dated this _______ day of ________,
20___. _______________________________________
(Sub-Agent)
_______________________________________
(Sub-Agent)
