Free Sales Agreement for Commission Overrides

This Agreement is made effective as of [Date], by and between [Your Company Name], a corporation with its office located at [Your Company Address] ("Company"), and [Your Partner Company Name], with a primary location at [Your Partner Company Address] ("Agent").

WHEREAS, the Company is engaged in the business of digital marketing solutions and wishes to compensate the Agent for sales efforts exceeding standard expectations through commission overrides;

WHEREAS, the Agent is willing to undertake certain sales activities to drive business growth in exchange for such commission overrides;

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Company and Agent hereby agree to adhere to and be bound by the following terms and provisions:

1. COMMISSION OVERRIDES

The Company shall incentivize the Agent with commission overrides, reflecting the Agent’s exceptional sales achievements beyond the standard quota. These overrides are to be calculated in accordance with the Agent’s sales volume, adhering to the tiered structure depicted below:

2. CALCULATION OVERRIDES

The override payment shall be calculated based on the total sales generated by the Agent that exceed the predetermined target thresholds. The Company is obliged to remit the override payments within [x] days subsequent to the conclusion of each respective quarter period, following a thorough verification of sales figures.

3. OBLIGATIONS OF THE AGENT

The Agent is entrusted with the following responsibilities:

3.1 Uphold and embody the Company’s standards, committing to conduct sales activities with utmost professionalism and in strict adherence to the Company’s policies, ethical guidelines, and sales procedures.

3.2 Prioritize the interests of the Company, ensuring that all dealings and engagements serve the Company’s objectives, enhance its market position, and foster customer loyalty.

3.3 Vigorously pursue the attainment of sales targets as stipulated in this Agreement, utilizing strategic acumen and sales expertise to not only meet but endeavor to surpass the set goals, thereby maximizing both personal earnings and Company revenue.

4. TERM

This Agreement is activated on the date first set forth above and remains binding and effective until either the Agent or Company decides to withdraw from the Agreement. Termination requires a written notice that is delivered to the other party within [x] days in advance of the desired termination date. During the notice period, the Agent is expected to maintain performance standards and fulfill obligations as per the terms of this Agreement.

5. CONFIDENTIALITY

5.1 The Agent shall hold in strict confidence, and not disclose to any third party without prior written authorization from the Company, any confidential information related to the Company’s business operations, strategies, customer lists, marketing initiatives, pricing models, or any other data deemed sensitive or proprietary. 

5.2 The Agent also agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of such confidential information and to prevent it from falling into the public domain or the possession of unauthorized persons.

5.3 The Agent shall comply with all applicable laws, regulations, and ordinances pertaining to their conduct under this Agreement, including but not limited to those related to data protection, privacy, and anti-corruption.

5.4 Failure to adhere to these obligations may result in immediate termination of this Agreement and potential legal action should the Company incur damages as a result of breach of these terms.

6. INDEPENDENT CONTRACTOR

6.1 The Agent is not, and shall not be deemed, an employee, partner, or joint venturer of the Company for any purpose. As such, the Agent shall not be entitled to any benefits that the Company may offer its employees, including but not limited to health insurance, retirement plans, or stock options.

6.2 The Agent is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, and the Agent acknowledges that the Company shall not be liable for any such obligations in relation to the Agent’s compensation hereunder.

7. GENERAL PROVISIONS

7.1 This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.

7.2 Any amendments, modifications, or alterations to this Agreement must be duly executed in writing, signed, and delivered by both Parties, thereby ensuring mutual assent to any contractual adjustments.

7.3 This Agreement, and any dispute arising out of the subject matter of this Agreement, shall be interpreted in accordance with the laws of [Jurisdiction], without regard to its or any other jurisdiction’s conflict of laws principles.

7.4 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

7.5 Any notices required or permitted by this Agreement shall be in writing and delivered by personal delivery, expedited courier, or certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, [x] days after deposit with an expedited courier, or [x] days after deposit in the mail.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Company:

(signature)

[Representative Name]

Representative

[Date]

Client:

(signature)

[Representative Name]

Representative

[Date]

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