Financial Spiff Agreement

FINANCIAL SPIFF AGREEMENT

This Financial Spiff Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Payor (Company)

Participant (Payee)

Recitals and Purpose

WHEREAS, Company designs and sells products and desires to incentivize timely sales of specified products; and WHEREAS, Participant is eligible to receive certain monetary incentives (the "Spiff Payments") under the terms below. The parties agree as follows.

Definitions

Eligible Sale means a sale that meets the Product Eligibility and Timing requirements set forth in Schedule A. Payment Date means the date Company remits Spiff Payments in accordance with Section 4. Net Sales means gross invoice value less returns, discounts and taxes as determined in Company's ordinary course.

Schedule A — Spiff Components (Itemized)

Describe each spiff component, eligible products, and per-unit amounts. Company may add additional components by written amendment signed by both parties.

Calculation and Payment

Spiff Payments shall be calculated by Company in good faith based on submitted sales records and Company systems. Payments will be made in United States Dollars. Payment frequency: Monthly Quarterly One-time

ACH (electronic transfer) Check Other

Payment shall be due Net days from Company's calculation date. Company reserves the right to offset overpayments against future Spiff Payments or to invoice Participant for amounts determined to have been paid in error.

Reporting, Documentation and Audit

Participant must submit complete sales detail and supporting documentation within days of the applicable sale to be eligible. Company may audit Participant records for compliance with this Agreement upon reasonable notice. If an audit discloses an underpayment to Participant, Company will promptly pay the shortfall plus interest at the lesser of 1.5% per month or the maximum allowed by law. If an audit reveals an overpayment, Participant shall promptly repay the amount or authorize offset.

Tax Treatment and Withholding

Participant acknowledges that Spiff Payments may be taxable and that Participant is responsible for all taxes arising from amounts paid hereunder. Company may withhold taxes if required by applicable law. Participant shall provide appropriate tax documentation upon request.

Clawback; Adjustments

Company may recoup Spiff Payments if a sale is later canceled, refunded or otherwise adjusted for returned goods, chargebacks, or credit. Recovery may be by offset against future payments or by direct invoice to Participant. Participant agrees to repay any improperly issued Spiff Payments within 30 days.

Confidentiality

All non-public terms of this Agreement, including Spiff amounts and Schedule A, shall be treated as confidential by Participant and shall not be disclosed without Company's prior written consent, except as required by law. Participant shall limit disclosure to those employees with a need to know and shall instruct them to abide by confidentiality obligations.

Term; Termination

This Agreement commences on Effective Date and continues until End Date: unless earlier terminated as provided herein. Either party may terminate for convenience upon days' written notice. Termination does not relieve the parties of obligations incurred prior to termination, including payment obligations and audit rights.

Representations; Indemnification

Each party represents that it has authority to enter into this Agreement. Participant will not make representations or warranties on behalf of Company regarding pricing or product availability. Participant shall indemnify and hold harmless Company from claims arising out of Participant's negligence, intentional misconduct, or breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement is governed by the laws of the state of without regard to conflict of laws. The parties shall attempt good faith negotiation and, if unresolved, submit disputes to arbitration in the county where Company maintains its principal place of business, unless otherwise agreed in writing.

Notices

All notices under this Agreement shall be sent to the addresses provided above or to alternate addresses provided in writing. Notices are effective upon receipt.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to obtain independent advice, and that the persons signing below are authorized to bind their respective parties.

Sign Now