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Intermediary Commission Agreement Template for United States

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Key Requirements PROMPT example:

Intermediary Commission Agreement

"I need an Intermediary Commission Agreement for our company to engage a sales representative in California who will sell our software products to healthcare institutions, with a tiered commission structure starting from March 2025."

Document background
The Intermediary Commission Agreement serves as a critical document for businesses operating in the United States that rely on third-party intermediaries for revenue generation. This contract type is essential for clearly defining commission structures, payment terms, and performance expectations while ensuring compliance with federal and state regulations. It protects both parties by establishing clear guidelines for the business relationship and helps prevent future disputes regarding compensation and obligations.
Suggested Sections

1. Parties: Identification of principal and intermediary, including full legal names and addresses

2. Background: Context of the agreement and general purpose of the intermediary arrangement

3. Definitions: Key terms used throughout the agreement, including 'Commission', 'Services', 'Territory'

4. Appointment: Formal appointment of intermediary and scope of authority

5. Commission Structure: Detailed breakdown of commission rates and calculation methods

6. Payment Terms: Timeline and method of commission payments

7. Obligations of Parties: Respective duties and responsibilities of both parties

8. Term and Termination: Duration of agreement and termination provisions

9. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Non-Compete: Restrictions on intermediary's other business activities when exclusivity is required

2. International Provisions: FCPA compliance and international business regulations for cross-border transactions

3. Intellectual Property: Protection of trademarks and proprietary information when IP assets are involved

4. Force Majeure: Provisions for unforeseen circumstances, typically included in long-term agreements

Suggested Schedules

1. Commission Rate Schedule: Detailed breakdown of commission rates for different products/services

2. Territory Definition: Geographic scope of intermediary's authority

3. Product/Service List: Items/services covered under the agreement

4. Reporting Templates: Standard forms for activity and commission reports

5. Compliance Procedures: Required regulatory compliance protocols

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Federal Securities Laws: Securities Exchange Act of 1934 - Regulates securities transactions and requires registration of intermediaries dealing with securities. Key consideration for financial intermediaries.

Anti-Fraud Provisions: Federal and state regulations preventing fraudulent activities in commercial transactions and commission-based relationships.

Foreign Corrupt Practices Act: Federal law prohibiting the payment of bribes to foreign officials to assist in obtaining or retaining business. Important for international intermediary relationships.

FTC Regulations: Federal Trade Commission rules governing fair business practices and consumer protection in intermediary relationships.

Internal Revenue Code: Federal tax regulations governing the treatment of commission payments, including reporting requirements and tax withholding obligations.

State Contract Laws: State-specific regulations governing contract formation, enforcement, and interpretation, including requirements for valid commission agreements.

State Commercial Codes: State-specific regulations governing commercial transactions and business relationships.

State Licensing Requirements: State-specific licensing and registration requirements for brokers and intermediaries in various industries.

State Commission Regulations: State-specific rules governing commission payments, structures, and disclosure requirements.

State Employment Laws: State regulations determining employment status and related obligations, particularly relevant for distinguishing between independent contractors and employees.

Industry-Specific Regulations: Specialized rules for specific sectors such as real estate, insurance, and securities, including FINRA regulations and industry-specific commission rules.

Statute of Frauds: Legal doctrine requiring certain types of contracts to be in writing to be enforceable, including many commission agreements.

Consumer Protection Laws: State and federal laws protecting consumer interests, including disclosure requirements and fair business practice regulations.

Anti-Trust Laws: Federal and state laws preventing anti-competitive practices, including Sherman Act and Clayton Act provisions that may affect commission structures.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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