This Promise to Pay Commissions Agreement (the “Agreement”) is entered into between [Company Name] (“Unicast Consulting Group” or “Company”) and [Former Subagent’s Name] (“Subagent”) on this [Date].


WHEREAS, Unicast Consulting Group (“Company”) is engaged in the business of [briefly describe the nature of the Company’s business, e.g., providing consulting services in the technology industry];

WHEREAS, [Former Subagent’s Name] (“Subagent”) was previously engaged as a subagent under an agent agreement with Unicast Consulting Group, dated [Date of Original Agent Agreement], hereinafter referred to as the “Original Agent Agreement”;

WHEREAS, the Original Agent Agreement contained a non-compete clause restricting Subagent from engaging in any business activities or services that directly compete with the services offered by Unicast Consulting Group within a specified geographic area and for a specific duration after the termination of the Original Agent Agreement;

WHEREAS, Subagent has admitted and acknowledged that they breached the non-compete clause contained in the Original Agent Agreement by engaging in business activities that directly competed with Unicast Consulting Group within the restricted geographic area during the non-compete period;

WHEREAS, Unicast Consulting Group and Subagent have engaged in discussions and negotiations to resolve any disputes arising from the violation of the non-compete clause and have reached an amicable agreement to settle these disputes;

WHEREAS, the parties now intend to enter into this Promise to Pay Commissions Agreement (the “Agreement”) to formalize the terms of the settlement and provide a framework for the payment of commissions to Subagent for accounts brought in by Subagent during their engagement with Unicast Consulting Group;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Commission Payments:
    • Unicast Consulting Group shall pay Subagent a commission equal to 80% of the eligible commissionable payout for each account brought in by Subagent during their engagement with Unicast Consulting Group. The commission rates and eligible accounts are as agreed upon in the original agent agreement.
    • The commission payments shall commence from the date of the first payout under this Agreement and shall continue for a period of six (6) months thereafter. Subagent shall be entitled to receive commission payments only for accounts that have been fully paid and not subject to any disputes or chargebacks.
    • Subagent agrees to provide accurate and complete information regarding the eligible accounts and commission amounts during the payout period upon request by Unicast Consulting Group.
  2. Dismissal of Small Claims Lawsuit:
    • Subagent agrees to promptly drop any existing small claims lawsuit or legal action against Unicast Consulting Group related to the previous engagement. Subagent shall take all necessary steps to effectuate the dismissal as soon as practically possible.
    • Within ten (10) business days of the dismissal date, Subagent shall provide written proof of the dismissal to Unicast Consulting Group.
  3. Chargebacks:
    • In the event of any chargebacks on eligible accounts during the six (6) month period of this Agreement, the corresponding commission amount shall be deducted from the commission payout owed to Subagent. Unicast Consulting Group shall provide Subagent with written notice of any chargebacks and the corresponding deduction amount.
    • Subagent acknowledges and agrees to cooperate with Unicast Consulting Group in addressing any chargeback-related issues during the payout period.
  4. Sales through Unicast Consulting Group:
    • Subagent acknowledges that any sales made through Unicast Consulting Group during their engagement period are subject to this Agreement.
    • The commission payout for sales made through Unicast Consulting Group shall be calculated based on the eligible commissionable payout and the 80% commission rate, as outlined in Section 1.
  5. Post Agreement Period:
    • Subagent acknowledges and agrees that after the six (6) month period of this Agreement, no further commission payouts shall be disbursed. Subagent shall have no entitlement to any commissions or payments from Unicast Consulting Group beyond the stated duration of this Agreement.
    • Notwithstanding the termination of commission payouts, the terms of the non-compete clause in the original agent agreement shall continue to be in effect even after the conclusion of this Agreement.
  6. Confidentiality:
    • Subagent shall maintain strict confidentiality regarding any business details of Unicast Consulting Group, including but not limited to commissions, pay structure, sales strategies, customer information, and any other proprietary information. This obligation of confidentiality shall continue even after the termination of this Agreement.
    • Subagent shall refrain from disclosing, discussing, or otherwise sharing such information with any third parties or individuals not affiliated with Unicast Consulting Group.
  7. Release and Waiver of Claims:
    • In consideration of the commission payments provided under this Agreement, Subagent, on behalf of themselves and their agents, representatives, successors, and assigns, hereby releases and forever discharges Unicast Consulting Group and its officers, directors, employees, and agents from any and all claims, demands, actions, causes of action, or liabilities, whether known or unknown, arising out of or related to the previous agent agreement and any disputes therein.
    • This release and waiver shall be effective upon Subagent’s receipt of the commission payments under this Agreement.
  8. Independent Contractor Status:
    • Nothing in this Agreement shall be construed to create an employment relationship between Unicast Consulting Group and Subagent. Subagent acknowledges and agrees that they are an independent contractor and shall not be entitled to any benefits, insurance, or other forms of compensation typically provided to employees.
  9. Non-Disparagement:
    • Subagent agrees not to make any negative or disparaging remarks, whether oral, written, or electronic, about Unicast Consulting Group, its products, services, employees, or any other affiliated individuals or entities.
  10. Governing Law and Jurisdiction:
    • This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.
    • Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County, State], and the parties hereby consent to the jurisdiction of such courts.
  11. Severability:
    • If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect.
  12. Entire Agreement:
    • This Agreement constitutes the entire understanding between Unicast Consulting Group and Subagent and supersedes any prior discussions, negotiations, or agreements, whether written or oral, regarding the subject matter herein.
  13. Execution and Counterparts:
    • This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

By signing below, the parties acknowledge their understanding of and agreement to the terms and conditions of this Promise to Pay Commissions Agreement.


[Your Name]

Unicast Consulting Group




[Former Subagent’s Name]


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