Sales Commission Incentive Template

SALES COMMISSION INCENTIVE AGREEMENT

Parties and Contact Information

This Sales Commission Incentive Agreement (the Agreement) is entered into between:

Recitals and Effective Date

WHEREAS Seller engages Representative to solicit orders and facilitate sales of Seller's products and services; and WHEREAS Representative will be compensated in accordance with the commission structure set forth below; NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as of the Effective Date:

Effective Date:

Covered Products and Services

The following table identifies the items, eligible descriptions, and the commission rates that apply to qualifying revenue:

Commission Calculation and Payment

Commissions are calculated on Net Qualified Revenue, defined as gross invoice amount less taxes, discounts, credits, freight and returns. Commission amounts are computed as follows:

Late payments shall accrue interest at a rate of on outstanding balances. Commission payments due to Representative will be paid within after Seller receives full payment from the customer unless otherwise specified.

ACH transfer
Wire transfer
Check
Credit card (subject to fees)

Advances, Draws and Chargebacks

Seller may provide commission advances or recoverable draws subject to a separate written agreement. All advances, draws and erroneous commission payments are recoverable by Seller either through offset against future commissions or by direct invoicing. If a sale is cancelled, refunded, credited, or adjusted within of the invoice date, Seller may recoup the associated commission from future commissions or require repayment within days.

Eligibility and Exclusions

Commissions are payable only on orders that: (a) meet Seller's standard credit approval, (b) are not otherwise excluded by Seller's resale or channel agreements, and (c) are accepted and invoiced by Seller. The following are excluded from commissionable revenue: internal transfers, samples, promotional giveaways, and sales subject to affiliate or channel override agreements.

Records, Audit Rights and Withholding

Representative shall timely provide sales documentation reasonably requested by Seller. Seller retains the right to audit Representative's transaction records during normal business hours upon reasonable notice. Seller may withhold or deduct amounts for taxes, social contributions, or other governmental charges as required by law. Representative will provide tax documentation and withholding information upon request.

Confidentiality and Non-Solicitation

Representative shall keep confidential all business, pricing and customer information obtained in performance of this Agreement. This covenant survives termination for a period of . Representative agrees not to directly solicit or service Seller's customers introduced during the Term for a period of following termination, except with Seller's written consent.

Term, Termination and Effect of Termination

The Term begins on the Effective Date and continues until terminated by either party upon written notice. Upon termination, Representative is entitled to commissions on qualifying orders billed to and paid by customers prior to the effective date of termination, subject to chargeback provisions and offsets for advances.

Warranty, Returns and Refunds

Seller's product and service warranties are provided solely by Seller. Returns, refunds and warranty credits shall be processed in accordance with Seller's standard policy and will reduce commissionable amounts consistent with the chargeback provisions above.

Limitation of Liability

Except for payment obligations and willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Seller's aggregate liability for claims under this Agreement shall not exceed the total commissions paid to Representative in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction selected by Seller below. The parties will attempt to resolve disputes in good faith; unresolved disputes shall be submitted to binding arbitration in the selected jurisdiction unless otherwise agreed in writing.

Amendment, Assignment and Notices

Any amendment must be in writing and signed by both parties. Representative may not assign its rights without Seller's prior written consent. Notices shall be in writing and delivered to the contact addresses identified above or as later designated in writing.

Acknowledgments and Certifications

Representative certifies that all sales activities performed under this Agreement will comply with applicable laws and Seller policies. Representative acknowledges that commission payments are contingent upon compliance and accurate reporting of sales activity, and agrees to cooperate with Seller's reasonable inquiries and audits.

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