Legal Commission Protection Agreement

Legal Commission Protection Agreement

This Legal Commission Protection Agreement (the "Agreement") is made and entered into as of by and between Protected Party: , with a principal place of business at , and Company: , with a principal place of business at .

RECITALS

WHEREAS, Protected Party has developed relationships with prospective and existing customers and has introduced such customers to the Company for the provision or sale of the Company's products or services; and

WHEREAS, the Company desires to recognize and protect the commission rights of Protected Party for certain transactions and client relationships, and Protected Party desires to secure such protection and payment terms as set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of commissions, the calculation and payment mechanics, and the protections that apply to referrals, introductions and existing client relationships.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

In this Agreement, unless the context otherwise requires:

(a) "Protected Commissions" means commissions, fees, or other monetary compensation payable by the Company to Protected Party in respect of Covered Transactions with Introduced Clients as set forth in Section 3 below.

(b) "Introduced Client" means any client or prospective client introduced, referred or presented to the Company by Protected Party during the Protected Period and identified in the Introduced Clients list or demonstrably introduced in writing.

(c) "Protected Period" means the period commencing on the Effective Date and continuing for years after termination of this Agreement with respect to Introduced Clients for Covered Transactions arising from introductions made during the term.

2. Appointment and Purpose

Protected Party shall introduce prospective customers to the Company and the Company acknowledges such introductions and agrees to recognize and protect commissions for Covered Transactions arising from such introductions in accordance with the terms of this Agreement.

3. Commission Protection; Covered Transactions

The Company agrees that Protected Party shall be entitled to Protected Commissions for all Covered Transactions executed between the Company and an Introduced Client within the Protected Period. Covered Transactions shall include the sale, lease, license, subscription or other provision of the Company's products or services for which the Company receives compensation.

The Company shall not, without the prior written consent of Protected Party, knowingly circumvent, avoid, or attempt to avoid payment of Protected Commissions by directing business through a third party, affiliate, subsidiary, or related person to bypass Protected Party's right to commission.

4. Calculation and Payment of Commissions

(a) Commission Rate. Protected Commissions shall be calculated as of the Company's Net Revenue actually received from the Introduced Client on Covered Transactions. "Net Revenue" means gross revenue collected by the Company less bona fide discounts, returns, chargebacks and taxes actually paid.

(b) Payment Timing. The Company shall pay Protected Commissions to Protected Party within days after receipt of payment from the Introduced Client, together with a written statement detailing the calculation of commissions for the period.

(c) Withholding. The Company may withhold from any commission amounts required to be withheld under applicable law. The Company shall provide reasonable documentation of any such withholding.

5. Records; Audit

The Company shall keep accurate books and records relating to Covered Transactions and commissions. Protected Party shall have the right, upon reasonable prior notice and during regular business hours, to inspect the relevant records of the Company no more than once per calendar year for the purpose of verifying commission calculations. If an audit reveals an underpayment greater than five percent (5%), the Company shall reimburse the reasonable cost of the audit and promptly make payment of the deficiency with interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.

6. Territory and Introduced Clients

The Protected Territory for the purposes of this Agreement is: .

7. Term; Termination; Survival

This Agreement shall commence on the Effective Date and shall continue for an initial term of year(s) and shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Termination shall not affect the obligation of the Company to pay Protected Commissions earned prior to termination and to those earned during the Protected Period as defined in Section 1(c).

8. Non-Circumvention

The Company covenants and agrees that it shall not, directly or indirectly, solicit business from, engage or accept business from, or enter into agreements with Introduced Clients for the purpose of avoiding payment of Protected Commissions to Protected Party. Any attempt to circumvent the protected relationship shall constitute a material breach of this Agreement and entitle Protected Party to injunctive relief, in addition to monetary damages and recovery of attorneys' fees.

9. Confidentiality

Each party shall maintain in confidence all non-public information received from the other party and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party or that is rightfully received from a third party without restriction.

10. Representations and Warranties; Authority

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, and that the execution and performance of this Agreement will not violate any applicable law or contractual obligation.

11. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach by the Indemnifying Party of any representation, warranty or covenant in this Agreement, or from the Indemnifying Party's negligent or willful misconduct.

12. Remedies; Injunctive Relief

The parties acknowledge that a breach of Sections 3 or 8 would cause irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or restrain any such breach without the requirement to post a bond.

13. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notice shall be deemed given upon personal delivery, two (2) business days after deposit with a reputable overnight courier, or five (5) business days after deposit in the U.S. mail, certified or registered, return receipt requested.

14. Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

15. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

16. Entire Agreement; Severability; Counterparts

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17. Miscellaneous

The parties agree to cooperate in good faith to carry out the purposes of this Agreement and to provide documentation reasonably requested to verify introductions and commissions. Headings are for convenience only and shall not affect interpretation.

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