Percentage Only Agreement

PERCENTAGE ONLY AGREEMENT

This Percentage Only Agreement ("Agreement") is made as of by and between Company Name: (the "Company"), and Representative Name: (the "Representative").

RECITALS

WHEREAS, Company develops, sells or licenses the products and services identified in Section 2 (the "Covered Products/Services"); and

WHEREAS, Representative has experience and relationships for soliciting orders or sales for the Covered Products/Services in the territory and agrees to perform such services on a percentage-only compensation basis; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to Representative's solicitation of sales and Company's payment of compensation based solely on a percentage of receipts.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

"Covered Products/Services": the products and services described as:

"Gross Receipts": the total amounts actually received by Company from sales of Covered Products/Services, before deductions for refunds, taxes collected by Company and third-party processing fees, unless otherwise specified in Section 3.

"Net Receipts": Gross Receipts less adjustments for returned merchandise, credit memos, chargebacks and sales taxes actually remitted by Company; where Net Receipts is the chosen basis for commission calculation, Representative's compensation shall be computed as set forth in Section 3.

2. ENGAGEMENT

Company hereby engages Representative, and Representative accepts such engagement, to solicit orders for the Covered Products/Services on the terms set forth in this Agreement. Representative shall act as an independent contractor and not as an employee, partner or agent of Company for any other purpose.

3. PERCENTAGE COMPENSATION

Company shall pay Representative a commission equal to % of the Calculation Basis: Gross Receipts Net Receipts (Check one basis. If both are checked, Net Receipts shall govern.)

Commissions shall be calculated only with respect to orders that are accepted by Company and for which Company receives payment. Commissions shall not be payable for orders cancelled, returned, credited, refunded or otherwise not paid in full. Company shall provide a written statement setting forth the calculation of commissions for each payment period.

Payment Terms: Commissions will be paid within days following the end of the calendar month in which Company receives payment for the underlying sale. Representative's right to future commissions ceases upon termination of this Agreement except as provided in Section 6.

Method of Payment: Company will pay commissions by check or electronic funds transfer to the account designated by Representative in writing. Representative is solely responsible for providing accurate payment instructions.

4. NO OTHER COMPENSATION; NO EMPLOYEE BENEFITS

Representative acknowledges and agrees that compensation under this Agreement is exclusively percentage-based as set forth in Section 3. Representative is not entitled to any salary, draw, bonus, stock, equity, benefits or other compensation of any kind from Company except as expressly set forth in this Agreement.

5. EXPENSES

Representative shall be responsible for all expenses incurred in performing its duties under this Agreement unless Company provides prior written authorization to reimburse specific expenses. Any approved reimbursements shall be subject to Company's standard expense policies and documentation requirements.

6. TERM; TERMINATION; EFFECT OF TERMINATION

Term: The initial term of this Agreement shall be months from the effective date and shall automatically renew for successive terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice specifying the breach.

Effect of Termination: Upon termination, Representative shall cease all solicitation of sales and Company shall pay commissions earned and payable in accordance with Section 3 for sales made and accepted prior to termination, subject to adjustments for returns, credits and chargebacks, and subject to Company's right to set-off for any amounts owed by Representative to Company.

7. RECORDS, AUDIT RIGHTS AND ADJUSTMENTS

Representative shall keep complete and accurate records of all solicitation activities, customer contacts and other materials relevant to the calculation of commissions. Company shall have the right, upon reasonable prior written notice and during normal business hours, to audit Representative's relevant records for a period of two (2) years after the date of any payment to verify the accuracy of commissions. If such audit reveals an underpayment in excess of two percent (2%), Representative shall promptly reimburse Company for the reasonable cost of the audit; otherwise, Company shall bear such cost.

8. RETURNS, CREDITS AND CHARGE-BACKS

Commissions paid on sales that are subsequently refunded, returned or charged back shall be subject to adjustment. Company may withhold future commission payments or require reimbursement from Representative to correct any overpayment resulting from such transactions.

9. CONFIDENTIALITY

Representative shall keep confidential and not disclose to any third party any confidential or proprietary information of Company, including pricing, customer lists, marketing plans, technical information and trade secrets, during the term of this Agreement and for three (3) years thereafter. This obligation shall not apply to information that is publicly available through no fault of Representative or required to be disclosed by law, provided Representative gives Company prompt notice of any compelled disclosure.

10. INDEPENDENT CONTRACTOR; TAXES

Representative is an independent contractor and is not an employee of Company. Representative shall be solely responsible for all taxes, social security contributions, workers' compensation and other statutory obligations arising from payments made to Representative. Company shall not withhold federal, state or local taxes from commission payments unless required by law.

11. INTELLECTUAL PROPERTY

All trademarks, trade names, patents, copyrights and other intellectual property provided or made available by Company shall remain Company property. Representative shall not acquire any right, title or interest in such intellectual property by virtue of this Agreement.

12. INDEMNIFICATION; LIMITATION OF LIABILITY

Representative shall indemnify, defend and hold Company harmless from any loss, damage, liability or expense (including reasonable attorneys' fees) resulting from Representative's negligence, willful misconduct or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, commercial courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice to the other.

14. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a sale of all or substantially all of its assets or equity to which the Covered Products/Services pertain.

15. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state, and the parties consent to personal jurisdiction and venue in those courts.

17. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original.

18. MISCELLANEOUS PROVISIONS

The parties agree to cooperate in good faith to implement this Agreement and to provide such further instruments and documents as may be reasonably necessary to carry out the intent of this Agreement.

Sign Now