SALES COMMISSION AGREEMENT

This SALE COMMISSION AGREEMENT (hereinafter referred to as “the Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE BROKER], having registered office at [INSERT ADDRESS OF THE BROKER] (hereinafter referred as the “Broker” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Company and the Broker shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Company wishes to engage the Broker as an independent sales broker to promote and solicit orders for the Company's [INSERT PRODUCTS/SERVICES];
2. The Broker possesses the skills, experience, and connections necessary to perform the duties outlined herein;
3. Both the parties wish to evidence their contract in writing;
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. APPOINTMENT
   1. The Company hereby appoints the Broker as an independent sales broker to promote, market, and solicit orders for the Company's [INSERT PRODUCTS/SERVICES].
   2. The Broker accepts the appointment and agrees to use their best efforts to fulfill the responsibilities outlined in this Agreement.
2. COMMISSION
   1. The Company shall pay the Broker a commission for each successful sale that directly results from the Broker's efforts. The commission rate shall be [INSERT COMMISSION RATE FOR THE BROKER] of the total gross sales value.
   2. Payment of commissions shall be made to the Broker within [INSERT NUMBER OF DAYS IN WHICH COMMISION SHOULD BE PAID TO THE BROKER] days of the end of the relevant commission calculation period.
3. BROKER’S RESPONSIBILITIES
   1. The Broker shall actively promote and market the Company's [INSERT PRODUCTS/SERVICES] to potential customers within the territory agreed upon between the parties.
   2. The Broker shall promptly submit orders received from customers to the Company for processing and fulfillment.
   3. The Broker shall not have the authority to bind the Company to any contractual obligations or agreements without prior written consent.
4. RECORDS AND REPORTING
   1. The Company shall maintain accurate records of sales made by the Broker for the purpose of commission calculation.
   2. The Company shall provide the Broker with a detailed commission statement for each commission payment period, outlining the sales made and the corresponding commission earned.
5. TERM AND TERMINATION
   1. The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [INSERT THE TERM OF THE AGREEMENT].
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD FOR TERMINATION OF THE AGREEMENT] days.
6. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
7. INDEMNIFICATION
   1. The Parties agree to indemnify, defend, and hold harmless the other Party, its officers, directors, employees, agents, successors, and assigns (collectively referred to as the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney's fees) (collectively referred to as "Claims") arising out of or related to any negligent or willful act or omission of the Indemnifying Party or its representatives in the performance of their obligations under this Agreement or any breach of representations, warranties, or covenants made by the Indemnifying Party in this Agreement.
8. MODIFICATIONS
   1. Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
9. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS].
10. INDEPENDENT CONTRACTOR
    1. The Broker acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venturer of the Company. The Company shall not withhold any taxes or any amount or payment due to the Broker and which it owes to the Broker in regard to the services rendered by it to the Company.
11. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [MENTION THE EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Broker: [MENTION THE EMAIL ID OR/AND ADDRESS OF BROKER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
12. HEADINGS, WORDS AND GENDERS
    1. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof”, “herein”, “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation”.
13. LANGUAGE
    1. The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English language.
14. SEVERABILITY
    1. If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
15. MISCELLANEOUS
    1. Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.
    2. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    3. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
    4. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
    5. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
16. ENTIRE AGREEMENT
    1. This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
17. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [NAME OF COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF COMPANY]

Signed, sealed and delivered on behalf of Broker

Name: [NAME OF BROKER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF BROKER]