COMMISSION FEE AGREEMENT

COMMISSION FEE AGREEMENT

BETWEEN

___________________________________(“THE COMPANY”)

AND

___________________________________(“THE CLIENT”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Client (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

WHEREAS

1. The Company is a small pitching agency that helps start-ups write their pitches.
2. The Client hereby wishes to have the Company offer pitching services, and the Company hereby agrees to offer such services in return for a Commission and on the terms of this Agreement.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. Commencement and duration. This agreement shall be valid from ____________until termination.

2. Services. The Company shall provide pitching services to the Client and shall be entitled to the commission defined below. The Company shall use reasonable good faith efforts in providing the services.

3. Commission. For the services rendered, the Client shall compensate the Company with 2% of the fund quantum as commission fees which shall be due thirty days from the date the funds are received by the Client from the secured funding.

4. Autonomy. Except as otherwise provided in this Agreement, the Company will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Company will work autonomously and not at the direction of the Client. However, the Company will be responsive to the reasonable needs and concerns of the Client and comply with all the Client rules.

5. Equipment. Except as otherwise provided in this Agreement, the Company will provide any resources necessary to deliver the services per the Agreement at the Company’s own expense.

6. Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.

7. Independent Contractor. The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby.

8. Non-assignment. The Client shall not transfer or assign this Agreement without the Company’s consent. However, the Company may transfer or assign this Agreement or subcontract its obligations hereunder at any time without the Client’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations. 

9. Non-exclusivity. This Agreement is nonexclusive, and the Company may provide its services to any number of other Clients.

10. Confidentiality. All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Client shall promptly return all documents and other confidential materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Client at the time of disclosure, or (c) rightfully obtained by the Client on a non-confidential basis from a third party.

11. Force Majeure. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

12. Further assurances. Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

13. Termination 

• Either Party may terminate this Agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the Contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
• The Company may terminate this Agreement due to but not limited to, additional work required that is not agreed upon and any damage to the Company’s reputation by the Client.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

14. Return of the property. Upon the expiration or termination of this Agreement, the Client shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed.

15. Dispute resolution. Parties agree to settle disputes under this Agreement through (select one) 

☐Negotiation                                ☐Mediation                               ☐Arbitration                                 ☐Litigation

16. Court Costs and Attorneys’ Fees. In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

17. Client acknowledgments. The Client acknowledges that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. The Client also acknowledges that they have entered into this Agreement with the capacity and authority to contract freely and voluntarily.

18. General provisions

• This Agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. 
• This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
• This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
• The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This Agreement shall be governed in all respects by the laws of Singapore without regard to its conflict of law provisions.
• Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or at such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

THE COMPANY: _______________________________________________________________

THE CLIENT: ___________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.

Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:……………………………………………………

Signed by the CLIENT/ duly authorized representative of the CLIENT Signature: Name: Designation: Date:…………………………………………………..