Commission and confidentiality agreement

This is a template commission and confidentiality agreement. The template is suitable for use in relation to the payment of commission by one person to an other in respect of a defined event (e.g. the introduction of a customer) where each party will owe confidentiality obligations to the other party.

The commission provisions are based around the concepts of a "trigger event" which gives rise to the obligation to pay commission, a "base amount" used in the calculation of the commission, and "commission" being the application of some percentage to the base amount. Additional provisions covering interest on late payments, and the audit of the commission calculation, are also included.

The confidentiality provisions include all the standard clauses, covering: basic non disclosure obligations; permitted disclosures; publicly available information; legally required disclosures; and effects of termination.

This template was created by combining the provisions of our standard commission agreement and the provisions of our mutual confidentiality agreement.

1. Definitions
2. Term
3. Commission
4. Interest
5. Audit
6. First Party's confidentiality obligations
7. First Party's publicity obligations
8. Second Party's confidentiality obligations
9. Second Party's publicity obligations
10. Intellectual property rights
11. Warranties
12. Termination
13. Effects of termination
14. Notices
15. General
16. Interpretation

How are the confidentiality provisions and the commission-payment provisions in this document related?

This documents is something of a centaur, in that the two sets of provisions are not much related, other than by virtue of being found in the same agreement. Often, where two parties enter into a commission agreement, confidential information will be exchanged – and that, simply put, is the reason behind this template. One obvious way to relate the two sets of provisions would be to define amount of commission payable, or the method of calculating such commission, as confidential.

I will be providing confidential information to my business partner, but I do not know in advance exactly the nature of that information. How will this template help me?

The definitions of confidential information used in the template anticipate this problem, and under the suggested wording you can mark any documents provided as confidential, and thereby bring them within the scope of the confidentiality provisions.

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A copy of this commission and confidentiality agreement is included in each of these packs:

• Commission and referrals pack
• Business pack (only in the premium version of the pack)