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Private & Confidential

DATED January 12, 2015

(1)

(2)

COMMISSION AGREEMENT

Ref:
CONTENTS
Clause Heading Page
1 Definitions.............................................................................................2
2 Introductions..........................................................................................3
3 Commission, Fees and Payment...................................................................3
4 Obligations of the Second Party...................................................................6
5 Confidentiality.......................................................................................6
6 Commencement and duration......................................................................7
7 Termination...........................................................................................7
8 Consequences of termination......................................................................7
9 Contacts...............................................................................................8
10 Non-Circumvention.................................................................................9
11 No partnership or agency..........................................................................9
12 Entire agreement...................................................................................9
13 Force Majeure.....................................................................................10
14 Amendments.......................................................................................10
15 Governing law.....................................................................................10
16 Jurisdiction.........................................................................................11
Appendix “A”………………………………………………………………………………………………………………. 12
THIS AGREEMENT is made on Jan 18, 2015

BETWEEN:

Mr…. Address, United Kingdom, (hereinafter referred to as “First Party”) (1).

AND

Name address, (hereinafter referred to as “Second Party”) (2).

Each “Party” and together the “Parties”, are interested in signing a Commission
Agreement (hereinafter referred to as “CA”) in relation to the Services (hereinafter called
“Services”). The purpose of this Commission Agreement (“CA”) is to describe the terms
and conditions for Business Opportunities presented to the Second Party through business
development initiatives developed and presented by the First Party.

Now therefore, the Parties wish to specify their understanding of the intended co-
operation as follows:

BACKGROUND

(A) The First Party has a number of contacts worldwide who may be interested in
collaborating with the Second Party.

(B) The Second Party wishes to be introduced to such contacts, and is willing to pay
the First Party a commission on the terms of this Agreement and as agreed upon
by both Parties.

1 Definitions

“Commission” commission has the meaning given to it in clause 3. CA refers to


commission agreement.

“Income” the gross contract value paid to the Second Party under each Relevant
Contract.

“Introduction” the provision to the Second Party of the contact details of a


Prospective Client or the origination of a meeting or other form of communication
between the Second Party and the Prospective Client. Introduce, Introduces,
Introduced and Introduction shall be interpreted accordingly.

“Introduction Date” for each Prospective Client, the date during the term of this
Agreement on which the First Party initially introduces such Prospective Client to
the Second Party.

“Prospective Client” the person or company who has been introduced by the First
Party.

“Relevant Contract” a contract for the delivery/supply of Services entered into


between the Second Party or an entity associated with the Second Party (including
but not limited to its parent, subsidiaries and transferees) and a Prospective Client,
including renewals, extensions and amendments of the same, wherever in the
world, and howsoever arising (directly or indirectly) as a result of an Introduction.

“Services” means consulting, design, build, architectural and construction services


together with any other services from time to time offered by the Second Party.

2 Introductions

The Parties agree that any Introductions made by the Second Party will be governed
by the terms of this Agreement and that in consideration for making any
Introductions, the First Party shall be entitled to a Commission from the Second
Party provided the Prospective Client enters into a Relevant Contract. Refer to
Appendix “A” for the specific details of each Introduction and Business Initiative.

3 Commission, Fees and Payment

3.1 The First Party shall be entitled to a commission if a Prospective Client introduced
by the First Party enters into a Relevant Contract with the Second Party.

3.2 The amount of commission payable shall be negotiated and agreed upon for each
and every business initiative and project introduced by the second party.

3.3 Refer to Appendix “A” for the specific details of the commission amount agreed
upon for each Introduction and Business Initiative. Mr Mohammed Majeedullah
Quraishi - reserves the rights to have full disclosure of all financial transactions
associated within the project parameters in order to insure accurate percentage
and payment compliance.

3.4 The Second Party shall promptly notify the First Party in writing, no later than
three (3) business days after it enters in such Relevant Contract, of the following:

a) the date it enters into the Relevant Contract;

b) the amount of the payments due for Services under it; and

c) the dates on which payments of such Services are payable.

3.5 Any Commission payable pursuant to clause 3.2 shall be due to the First Party
within 14 days of receipt of payment. If the Second Party receives payment under
any Relevant Contract in instalments, then Commission shall be calculated and paid
on such instalments as they are received by the Second Party.

3.6 The Second Party shall within 7 days of the end of the month in which the Second
Party received the corresponding payments for Services, send to the First Party a
written statement setting out, in respect of such month, in respect of such Relevant
Contract:

a) the Commission payable to the First Party;

b) the payments for Services received and details of sums due which have not been
received; and

c) how the Commission has been calculated.

3.7 The First Party shall invoice the Second Party for the Commission payable as the
Second Party statements are written pursuant to the above clause and the Second
Party shall pay such invoice with 14 days of receipt.

3.8 Commission shall be payable to the First Party in pounds sterling.

3.9 All sums payable under this Agreement:


a) are exclusive of VAT or any other applicable sales tax which shall be added to
the sum in question; and

b) shall be paid in full without deductions

3.10 If the Second Party fails to make a payment due to the First Party under this
Agreement by a due date for payment, then without limiting the First Party’s
remedies under this Agreement or under guiding law, the Second Party shall pay
interest on the overdue amount at the rate of 8% per annum of HSBC base rate from
time to time. Such interest shall accrue on a daily basis from the due date until
actual payment of the overdue amount, whether before or after judgement. The
Second Party shall pay the interest together with the overdue amount.

3.11 If any dispute arises as to the amount of Commission payable by the Second Party to
the First Party the same shall be referred to the First Party’s auditors for
settlement and their decision, save in the case of manifest error shall be final and
binding on both parties.

3.12 The First Party shall not waive its commission for any reason, including the direct or
indirect interaction and dealings between the Second Party and its
Associates/Subcontractors/Party/Partners/Affiliates/Intermediaries and any and all
clients (current or future) identified by the First Party. The Second Party and its
Associates/Subcontractors/Party/Partners/Affiliates/Intermediaries are not entitled
to assign this Commission Agreement to others.

4 Obligations of the Second Party

4.1 The Second Party shall comply with its obligations at clause 3.

4.2 The Second Party must at all material times act in good faith towards the First
Party.

4.3 The Second Party shall provide the First Party all relevant material and information
the First Party reasonably requires to facilitate any and all introductions.

4.4 The Second Party shall inform the First Party immediately if the Second Party
suspends or ceases to perform the Services.
4.5 The Second Party shall provide the First Party with relevant information and
brochures, if required, to enable the First Party to market and promote Business
Opportunities for the Second Party. The First Party may use the marketing
information supplied in any brochure or marketing materials that may help him/her
promote the Second Party.

5 Confidentiality

5.1 The First Party undertakes that it shall not, at any time during this Agreement or
for a period of 3 years after termination of this Agreement, disclose to any person
any confidential information concerning the business, affairs, customer, clients or
suppliers of the Second Party unless required by law (“Confidential Information”).

5.2 The First Party shall not use the Second Party’s Confidential Information for any
purpose other than to perform its obligations under this Agreement.

5.3 All documents and other records (in whatever form) containing Confidential
Information supplied to or required by the First Party from the Second Party shall
be returned promptly to the Second Party on termination of this Agreement and no
copies shall be kept.

6 Commencement and duration

6.1 This Agreement shall commence on the date it has been signed by all Parties
(“Commencement Date”) and shall continue until termination of the contract or as
per 3.2 c).

7 Termination

7.1 Without affecting any other right or remedy available to it the First Party may
terminate this Agreement with immediate effect by giving written notice to the
Second Party if:

a) the Second Party commits a material breach of any term of this Agreement;

b) the Second Party suspends or ceases or threatens to suspend or cease carrying


on all or a substantial part of its business; or
c) there is a change of control within the Second Party.

8 Consequences of termination

8.1 On termination or expiry of this Agreement for any reason the following clauses
shall continue in force: clauses 3, 5, 6, and 8-12.

8.2 Termination of this Agreement shall not affect any rights remedies obligations or
liabilities the Parties that have accrued to the date of termination including the
right to claim damages in respect of any breach of the Agreement which existed
before or at that date of termination.

9 Contacts

9.1 The contact details of the Second Party are:

a) Address:

b) Fax Number:

c) Telephone:

d) Mobile:

e) Email:

f) Contact Name & Title:

9.2 The contact details of the First Party are:

a) Address:

b) Fax Number:

c) Telephone:

d) Mobile:

e) Email:

f) Contact Name & Title:


10 Non-Circumvention

10.1 The Second Party shall not at any time prior to the expiration of three (3) years
from the date of the third project as stated in Clause 3.2 c) in this Agreement,
without the prior written consent of the First Party, which consent the First Party
may withhold in its sole discretion, (a) attempt in any manner to deal directly or
indirectly in any manner with any of the Contact Persons or other individuals or
companies introduced by the First Party to the Second Party and related to the
Business Opportunity identified herein, including by having any part of or deriving
any benefit from the Business Opportunity or any aspect thereof, or (b) by-pass,
compete, avoid, circumvent, or attempt to circumvent the First Party relative to
the Business Opportunity including by utilizing any of the Confidential Information
or by otherwise exploiting or deriving any benefit from the Confidential Information
related to the agreed upon Commission.

11 No partnership or agency

11.1 Nothing in this Agreement is intended to or shall be deemed to establish any


partnership or joint venture between the Parties, constitute any Party the agent of
the other Party or authorise any Party to make or enter into commitments for and
on behalf of the other Party.

12 Entire agreement

12.1 This Agreement constitutes the entire agreement between the Parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them whether written or
oral relating to its subject matter. Each Party acknowledges that on entering into
this Agreement it does not rely on any statement, representation, assurance or
warranty that is not set out in this Agreement. Nothing in this clause shall limit or
exclude any liability for fraud.

12.2 Each Party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in this Agreement.
13 Force Majeure

13.1 If any Party is affected by events beyond the reasonable control of either Party and
its affiliates such as embargoes, wars (whether or not declared), civil commotion,
acts of terrorism, acts of God or the public enemy, action of any regulatory body or
agency, change of law, or any other causes of a similar exceptional character and
far-reaching influence (“Force Majeure”), it shall forthwith notify the other Party of
the nature and extent thereof and in such circumstances no Party shall be deemed
to be in breach of this Agreement, or otherwise be liable to the other Party, by
reason of any delay in performance or non-performance, if the delay in
performance or non-performance is due to any Force Majeure and the other Party
has been notified. If the Force Majeure in question prevails for a continuous period
in excess of two (2) weeks, the Parties shall enter into bona fide discussions with a
view to alleviating its effects, or to agreeing on such alternative arrangements as
may be fair and reasonable. If the Force Majeure in question prevails for a
continuous period in excess of four (4) weeks, then either Party shall have the right
to terminate this Agreement by notifying the other Party in writing.

14 Amendments

14.1 All amendments, deletions and additions to this CA, shall be in writing, signed by
duly authorized representatives of the Parties and shall be binding on all Parties.

15 Governing law

15.1 This Agreement and any dispute or claim arising out of or in connection with its
subject matter or formation (including non-contractual disputes or claims) shall be
governed and construed in accordance with British law.

16 Jurisdiction

16.1 Each party irrevocably agrees to the courts of British law to have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with this
Agreement or its subject matter or formation (including non-contractual disputes or
claims).
SIGNED by

…………………………………………………….. …………………………………….
for and on behalf of Date

SIGNED by

………………………………………………………… ………………………….........
for and on behalf of Date

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