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Commission and confidentiality agreement

Under this commission and confidentiality agreement, one party may be obligated to pay commission to the other party in some defined circumstances, for example upon the introduction of a new customer to the second party. In addition, the agreement includes detailed confidentiality provision.

The commission clauses are identical to those in our standard commission agreement. When a defined "trigger event" occurs, a payment obligation arises, which is calculated using a "base amount" to which some specified percentage is applied. Clauses covering audit rights and late payments supplement the core commission clauses.

The confidentiality provisions cover all the basics: non-disclosure of information; exceptions to the non-disclosure rules; public information; disclosures mandated by law; and confidentiality obligations following termination. The confidentiality obligations may be mutual, unilateral or omitted entirely.

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Commission and confidentiality agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Commission: obligation to pay commission upon trigger event; notification of trigger event; issue of invoice for commission; consequences of failure to notify trigger event.
  4. Interest: interest on late payments.
  5. Audit: right of audit in case of disputed payment; costs of audit; limits on audit right.
  6. First Party
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  7. First Party
    's publicity obligations:
    no public disclosures by first party; permitted public disclosures by first party.
  8. Second Party
    's confidentiality obligations:
    second party confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  9. Second Party
    's publicity obligations:
    no public disclosures by second party; permitted public disclosures by second party.
  10. Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use first party confidential information; no licence or limited licence to use second party confidential information.
  11. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  12. Indemnities: first party indemnifies second party upon breach; second party indemnifies first party upon breach.
  13. Termination: termination by either party at will.
  14. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  15. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  16. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
  17. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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