(Three-Party)
This Commission Agency Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") among:
Party A — Principal / Seller: _____________________________________________ (the "Principal") — the party whose goods, services, or business opportunities are the subject of this Agreement;
Party B — Agent / Facilitator: _____________________________________________ (the "Agent") — the trade facilitation intermediary appointed to identify and introduce the Buyer to the Principal and to facilitate the commercial transaction; and
Party C — Buyer / Offtaker: _____________________________________________ (the "Buyer") — the party identified and introduced to the Principal by the Agent for the purpose of concluding the commercial transaction described in Schedule A.
The Principal, Agent, and Buyer are referred to individually as a "Party" and collectively as the "Parties." This three-party structure is adopted to ensure full transparency and mutual acknowledgement of the Agent's facilitation role and commission entitlement among all commercial parties to the transaction.
1. Background and Purpose
The Agent has identified the Buyer as a prospective commercial counterparty for the Principal and has facilitated negotiations between the Principal and the Buyer in connection with the commercial transaction described in Schedule A (the "Transaction").
The Principal and the Buyer both acknowledge and confirm the Agent's role as the facilitating intermediary in the Transaction and agree to the terms of this Agreement governing the Agent's commission entitlement and the obligations of all three Parties.
Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship among any of the Parties.
2. The Transaction
The subject matter of the Transaction is described in Schedule A, including the goods or services to be supplied, the applicable Incoterms, the estimated contract value, and the target execution timeline.
The formal commercial contract governing the supply of goods or services between the Principal and the Buyer (the "Supply Contract") shall be executed directly between those two Parties and is separate from this Agreement. The Agent is not a party to the Supply Contract.
The Principal and the Buyer confirm that the Transaction has been introduced and facilitated by the Agent and that the commission payable to the Agent under this Agreement is a legitimate and agreed cost of the Transaction.
3. Agent's Role and Limitations
The Agent's role is limited to: (a) facilitating the introduction of the Principal and the Buyer; (b) assisting with the coordination of negotiations, documentation, and logistics as agreed between the Parties; and (c) ensuring the orderly flow of the Transaction to completion.
The Agent shall not take title to any goods, hold inventory, act as importer or exporter of record, or assume financial risk in connection with the Transaction, unless separately agreed in writing by all three Parties.
The Agent does not warrant the creditworthiness, regulatory compliance, or performance ability of either the Principal or the Buyer. Each of the Principal and the Buyer is responsible for conducting its own due diligence on the other.
4. Commission
In consideration for the Agent's facilitation of the Transaction, the Principal agrees to pay the Agent a commission equal to _____ per cent (___%) of the net _______ value of the Transaction (the "Commission"), as calculated in Schedule B.
The Commission shall become due and payable upon the occurrence of the Commission Event defined in Schedule B, which shall be no later than the date on which the Principal receives the first payment from the Buyer under the Supply Contract.
The Commission shall be invoiced by the Agent to the Principal and shall be paid within thirty (30) days of the invoice date, by bank transfer in the currency specified in Schedule B.
The Buyer acknowledges the Commission payable to the Agent by the Principal and confirms that it has been factored into the commercial terms of the Transaction. The Buyer shall not use the Agent's commission as a basis for renegotiating the Supply Contract price without the prior written consent of both the Principal and the Agent.
The Commission entitlement shall apply to all repeat transactions between the Principal and the Buyer during the twenty-four (24) months following the date of the initial introduction (the "Tail Period"), regardless of whether such repeat transactions are facilitated directly by the Agent.
5. Non-Circumvention
The Principal and the Buyer jointly and severally covenant that they shall not, during the term of this Agreement or during the Tail Period, engage in any transaction with each other that relates to the Subject Matter described in Schedule A without the involvement or knowledge of the Agent, with the intent or effect of avoiding the Commission payable under this Agreement.
Any such circumvention shall entitle the Agent to the full Commission as if the transaction had been concluded with the Agent's knowledge, plus interest at the rate of _____ per cent per annum from the date of the circumventing transaction.
The Principal and the Buyer shall promptly notify the Agent of any direct approach made by one to the other in relation to the Subject Matter outside the framework of this Agreement.
6. Non-Disclosure and Confidentiality
Each Party shall keep strictly confidential the terms of this Agreement and all non-public commercial information disclosed by any other Party in connection with the Transaction.
No Party shall disclose the identity of any other Party, the commercial terms of the Transaction, or the existence of the Agent's role to any third party without the prior written consent of the other Parties, except to the minimum extent required by applicable law or regulatory authority.
The confidentiality obligations in this clause shall survive termination of this Agreement for a period of three (3) years.
7. Representations and Warranties
The Principal represents and warrants that: (a) it is the lawful owner or authorised vendor of the goods or services described in Schedule A; (b) the goods or services are not subject to any export prohibition, sanctions, or other legal restriction that would prevent their supply to the Buyer; and (c) it has the full authority to enter into this Agreement.
The Buyer represents and warrants that: (a) it has the financial capability and regulatory authorisation to purchase and import the goods or services described in Schedule A; and (b) it has the full authority to enter into this Agreement.
The Agent represents and warrants that: (a) it has conducted reasonable due diligence on both the Principal and the Buyer; and (b) it is not aware of any reason why either Party should not be a suitable commercial counterparty for the other.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of _____________________________________________.
Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the rules of _____________________________________________, with the seat of arbitration in _____________________________________________ and the language of proceedings being English.
Pending resolution of any dispute, each Party shall continue to perform its obligations under this Agreement to the fullest extent possible.
9. Term
This Agreement shall remain in force from the Effective Date until the later of: (a) the full and final completion of the Transaction, including payment of all amounts due under the Supply Contract; and (b) the expiry of the Tail Period and the settlement of all commission payments due under this Agreement.
10. General
This Agreement constitutes the entire agreement among the three Parties in respect of the Agent's facilitation role and commission entitlement in connection with the Transaction.
No amendment shall be effective unless in writing and signed by all three Parties.
This Agreement may be executed in counterparts. Electronic signatures are valid.
If any provision is held unenforceable, the remaining provisions shall continue in full effect.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.
For and on behalf of the Principal (Party A):
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
For and on behalf of the Agent (Party B):
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
For and on behalf of the Buyer (Party C):
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
Schedule A — Transaction Description, Subject Matter, and Party Details
Schedule B — Commission Rate, Base Value, Currency, and Commission Event Definition
Doc 07 — Commission Agency Agreement (Three-Party) — Neutral Template