Sales Incentive Agreement

SALES INCENTIVE AGREEMENT

Parties and Effective Date

This Sales Incentive Agreement (the Agreement) is entered into by and between Company Name: and Sales Representative: effective as of Effective Date: . The parties agree as follows.

Recitals and Definitions

WHEREAS, the Company sells goods and services described in Schedule A and desires to motivate sales through incentive compensation; and WHEREAS, the Representative will solicit and close sales within the Territory defined below under the terms of this Agreement.

For purposes of this Agreement, "Territory" means: . "Sales Period" begins on and ends on unless earlier terminated in accordance with this Agreement.

Eligibility and Relationship

Representative Status: Employee    Independent Contractor

Eligibility to earn incentives is contingent upon Representative being properly appointed or employed, remaining in good standing, and complying with the Company’s policies and any applicable law. The Representative shall not be entitled to incentives for sales that breach policies, are fraudulent, or are subsequently cancelled or refunded as described below.

Incentive Structure and Calculation

Base commission rate on eligible Net Sales is: %.

Commission tiers and thresholds (examples — Company may elect tiers in writing):

"Net Sales" means gross invoice value less returns, discounts, taxes collected on behalf of taxing authorities, and uncollectible amounts, as reasonably determined by the Company. Incentive payments are calculated on Net Sales invoiced and recognized by the Company during the Sales Period, subject to the adjustments below.

Payment Terms and Timing

Payment Frequency: . Payment Method: .

All incentive payments are payable after collection of the applicable invoice and after accounting closes for the applicable period. The Company may hold amounts subject to credit holds, returns, or investigation for suspected noncompliance. Late payments do not bear interest unless required by law.

Adjustments, Chargebacks and Clawback

The Company may recover previously paid incentives in the event of returns, cancellations, chargebacks, credits, netting of bad debt, or material misreporting. Chargeback lookback period (days): . Recoveries may be by set-off against future payments or invoiced to the Representative if required by law.

Reporting, Records and Audit

Representative must submit required sales documentation and any expense reports in the form and timeline prescribed by the Company. The Company retains sole discretion to determine eligibility and to resolve disputes regarding calculations. Company shall maintain records of invoices and payments for a minimum of three years. Representative shall permit the Company to audit relevant records upon reasonable notice.

Taxes, Withholding and Benefits

All incentive payments shall be subject to applicable tax and other withholdings if the Representative is treated as an employee for tax purposes. If the Representative is an independent contractor, the Representative is solely responsible for all taxes and benefits arising from payments under this Agreement. The Company may withhold amounts where required by applicable law.

Confidentiality; Non-Solicitation

Representative shall treat incentive plans, commission schedules, customer lists, pricing, margins and other proprietary information as Confidential Information. Representative agrees not to solicit Company's customers or employees for a period of months following termination of this Agreement. Breach entitles the Company to injunctive relief and recovery of damages.

Term and Termination

This Agreement terminates on unless sooner terminated for cause by either party. Upon termination, Representative will be paid earned but unpaid incentives attributable to sales completed and collected in accordance with Company policy; unearned or contingent incentives are forfeited unless otherwise agreed in writing.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of: without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith; unresolved disputes shall be subject to the exclusive jurisdiction of the courts located in the county in which the Company has its principal place of business.

Notices

Miscellaneous

Assignment: This Agreement may not be assigned by Representative without the Company's prior written consent. Company may assign its rights. Entire Agreement: This Agreement, including any written schedules, constitutes the entire agreement between the parties with respect to incentives and supersedes prior agreements. Amendments must be in writing signed by both parties.

Acknowledgment

The undersigned acknowledge that they have read and understand this Agreement, including the calculation methodology, recovery provisions, and the effect of termination on incentive entitlements, and have the authority to bind their respective parties.

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