Tennessee Commission Agreement with Indemnity Provision

Tennessee Commission Agreement with Indemnity Provision

COMMISSION AGREEMENT WITH INDEMNITY PROVISION

This Commission Agreement with Indemnity Provision ("Agreement") is between ________________________________________ ("Company") and ________________________________________("Agent").

In consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1.  AGENCY:  The Company appoints the Agent as its _____ exclusive agent or _____ non-exclusive agent for the following purposes:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________

2.  INDEPENDENT CONTRACTOR:  This Agreement shall not render the Agent an employee, partner, or joint venturer with the Company for any purpose. The Agent is and will remain an independent contractor in his or her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Agent's compensation hereunder. The Agent shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

3.  DUTIES:  The following duties shall be required of Agent:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________

Agent shall lack authority to bind Company to any agreement or contract until Agent obtains written consent from ________________________________________ [Name of Individual] of the Company.

4.  INSURANCE:  The Agent will carry liability insurance (including malpractice insurance, if warranted) relative to any service that he or she performs for the Company.

5.  COMMISSION:  For the Agent's services, the Company shall pay the Agent the following commission percentage: ________ % of the Agent's total sales.
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Provide additional details if necessary.]

6.  EXPENSES:  _____ Not applicable or _____ As part of the compensation to the Agent, the Agent shall also be reimbursed for the following expenses:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Describe all expenses for which the Agent may be reimbursed.]

The Company shall not be obligated to reimburse the Agent for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by the Company in advance.

7.  TERM:  Unless renewed, this Agreement expires at midnight on ________________________ [date].

8.  RENEWAL:  _____ Not applicable or _____ This Agreement shall automatically renew for increments of _____ days or _____ one month or _____ one year, unless either party gives ________ days written notice to the other party of his or her intent not to renew.  Notice shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

If to the Company to:


_________________________________________________________
[Typed or Printed Name of Company Representative]

_________________________________________________________
[Company Representative's Address]


If to the Agent to:


_________________________________________________________
[Typed or Printed Name of Agent]

_________________________________________________________
[Agent's Address]

The parties shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

9.  EXCLUSIONS:  _____ Not applicable or _____ Excluded from this Agreement are all existing written agreements in place at the time of the execution of this Agreement with other agents.

10.  INDEMNIFICATION:  In fulfilling Agent's duties pursuant to this Agreement, the Agent agrees to indemnify and to hold harmless the Company, its affiliates, and their respective officers, directors, agents and employees, against any and all losses, claims, damages and expenses, including reasonable and necessary attorney's fees, to the extent any such losses, claims, damages and expenses are due to the acts or omissions of the Agent, its officers, directors, agents and employees. The Agent, in its sole discretion, shall select counsel to defend any action pursuant to this indemnity. The Company hereby covenants not to settle or compromise any claim or cause of action for which indemnification is sought from Agent without the written permission of Agent. The obligation of Agent to so indemnify the Company is expressly contingent upon the Company's notifying the Agent, in writing, within seven (7) calendar days after Company knows, or reasonably should have known, of any claim, complaint, potential cause of action or proceeding. Failure by the Company to timely notify Agent shall relieve Agent of its obligation to so indemnify the Company to the extent any such delay materially prejudices the substantive rights and defenses available to Agent, or otherwise increases the damages, settlement costs, or costs of defense. Agent shall have no obligation to indemnify the Company should any such losses, claims, damages and expenses result, in whole or in part, from acts, omissions, willful misconduct or gross negligence of the Company, its affiliates, officers, directors, agents and employees. This indemnity obligation shall terminate four (4) years following the expiration of this Agreement. The Agent shall require any third party that enters into an agreement with the Agent (for the purposes of Agent's fulfilling its duties pursuant to this Agreement) to execute the Indemnity Agreement attached hereto as Exhibit A.

11.  MODIFICATION:  This Agreement may not be modified except by amendment reduced to writing and signed by both Company and Agent. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.

12.  ENTIRE AGREEMENT:  This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the Agent's duties or commission will not affect the validity or scope of this Agreement.

13.  GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION:  THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. AGENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TENNESSEE FOR ANY LAWSUIT FILED THERE AGAINST THE AGENT BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.

14.  SEVERABILITY:  If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

15.  HEADINGS:  Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

16.  ATTORNEY FEES:  In the event that this Agreement becomes subject to litigation between the parties hereto, the parties agree that the prevailing party shall be entitled to an award of attorney's fees, costs, and the prevailing statutory interest from the other party.

17.  ADDITIONAL ACKNOWLEDGMENTS:  Both parties acknowledge and agree that: (a) the parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.

18.  FURTHER DOCUMENT:  If any other provisions or agreements are necessary to enforce the intent of this document, both parties agree to execute such provisions or agreements upon request.


This Agreement, consisting of ___________ pages, including this page, is entered into this the ____ day of ______________, 20____.

Company:



_________________________________________________________
[Signature of Company Representative]

_________________________________________________________
[Typed or Printed Name of Company Representative]


Agent:



_________________________________________________________
[Signature of Agent]

_________________________________________________________
[Typed or Printed Name of Agent]

ACKNOWLEDGMENT

STATE OF TENNESSEE
COUNTY OF ________________

PERSONALLY came and appeared before me, the undersigned authority, on this day appeared ________________________________________ [Name of Company Representative] and ________________________________________ [Name of Agent], known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the instrument for the purposes and consideration expressed in the instrument.

GIVEN under my hand and seal of office on this the _____ day of _________________, 20__.



____________________________________
NOTARY PUBLIC

My Commission Expires:

______________________

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(Exhibit A)
INDEMNITY AGREEMENT

RECITATION:

COMPANY:                 _________________________________________________________________

AGENT:                       _________________________________________________________________ and
                                    its employees, agents, and/or business invitees.

SUB-AGENT:               _________________________________________________________________

            The Sub-Agent hereby agrees that in all matters relating to [describe the service/product that the Sub-Agent will provide to the Agent, or reference the separate agreement/contract, if any, between the Sub-Agent and the Agent:] ____________________________________________________________________________ ____________________________________________________________________________ ("Product"), Sub-Agent will look solely to the Agent; that the Sub-Agent will not look to the Company for any purpose whatsoever in connection with the Sub-Agent's agreement with the Agent.

            The Sub-Agent does hereby indemnify, defend, and hold harmless the Company, its officers, directors, employees, representatives, partners, subsidiaries, affiliates, as well as all other agents that are not party to this Indemnity Agreement (collectively the "Company Group"), from and against any and all claims, causes of action, losses, damages, suits and liabilities of every kind whatsoever, including all expenses of litigation, court costs and attorneys' fees (including, but not limited to, all expenses of litigation and reasonable attorneys' fees incurred by the Company Group in enforcing the provisions of this Indemnity Agreement), arising out of or from, incident to, or resulting from, the Product or any transaction related thereto.

            The Sub-Agent hereby acknowledges and agrees that this Indemnity Agreement shall remain in full force and effect even if Agent's relationship with the Company is terminated or canceled.

            Moreover, the Sub-Agent agrees hereby to look solely to Agent, and never to the Company, for any such misunderstanding, conflict or other problem or problems that may arise between the Agent and Sub-Agent; and this indemnity shall continue in full force and effect, so long as there are any dealings, or courses of action, between the Agent and Sub-Agent or other parties involved with the Product, and for any period of limitations thereafter.

Dated this _______ day of ________, 20___.                      _______________________________________
                                                                                       (Sub-Agent)
 

                                                                                       _______________________________________
                                                                                       (Sub-Agent)

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