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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
     confidentiality obligations:
    First Party
    confidentiality undertaking; disclosure of confidential information by
    First Party
     to certain persons; exceptions to
    First Party
    confidentiality obligations; disclosures of
    Second Party
    confidential information mandated by law etc;
    First Party
    to stop using confidential information upon termination;
    First Party
    to delete confidential information following termination;
    First Party
    confidentiality obligations after termination.
  7. First Party
     publicity obligations:
    no public disclosures by
    First Party
    ; permitted public disclosures by
    First Party
    .
  8. Second Party
     confidentiality obligations:
    Second Party
    confidentiality undertaking; disclosure of confidential information by
    Second Party
    to certain persons; exceptions to
    Second Party
     confidentiality obligations; disclosures of
    First Party
    confidential information mandated by law etc;
    Second Party
    to stop using confidential information upon termination;
    Second Party
    to delete confidential information following termination;
    Second Party
    confidentiality obligations after termination.
  9. Second Party
     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. Termination: termination by either party at will.
  13. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  14. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  15. 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.
  16. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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