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.Ask about this document
Commission and confidentiality agreement contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- Commission: obligation to pay commission upon trigger event; notification of trigger event; issue of invoice for commission; consequences of failure to notify trigger event.
- Interest: interest on late payments.
- Audit: right of audit in case of disputed payment; costs of audit; limits on audit right.
- First Partyconfidentiality obligations:First Partyconfidentiality undertaking; disclosure of confidential information byFirst Partyto certain persons; exceptions toFirst Partyconfidentiality obligations; disclosures ofSecond Partyconfidential information mandated by law etc;First Partyto stop using confidential information upon termination;First Partyto delete confidential information following termination;First Partyconfidentiality obligations after termination.
- First Partypublicity obligations: no public disclosures byFirst Party; permitted public disclosures byFirst Party.
- Second Partyconfidentiality obligations:Second Partyconfidentiality undertaking; disclosure of confidential information bySecond Partyto certain persons; exceptions toSecond Partyconfidentiality obligations; disclosures ofFirst Partyconfidential information mandated by law etc;Second Partyto stop using confidential information upon termination;Second Partyto delete confidential information following termination;Second Partyconfidentiality obligations after termination.
- Second Partypublicity obligations: no public disclosures bySecond Party; permitted public disclosures bySecond Party.
- Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use First Partyconfidential information; no licence or limited licence to useSecond Partyconfidential information.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Termination: termination by either party at will.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- 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.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.