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Exclusive Commission Agreement Template for Singapore

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Key Requirements PROMPT example:

Exclusive Commission Agreement

"I need an Exclusive Commission Agreement for appointing a sales agent in Singapore to distribute our medical devices, with a 15% commission rate and minimum quarterly sales targets of SGD 500,000, starting from March 2025."

Document background
The Exclusive Commission Agreement is essential for businesses operating in Singapore seeking to establish formal, exclusive distribution or representation arrangements. This document is particularly crucial when a principal wishes to grant an agent sole rights to sell products or services in a specific territory or market segment. The agreement, governed by Singapore law, typically includes detailed commission structures, performance targets, territorial restrictions, and termination provisions. It provides legal protection for both parties while ensuring compliance with Singapore's commercial regulations, competition laws, and industry-specific requirements.
Suggested Sections

1. Parties: Identification and details of the principal and agent

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of exclusive appointment and territory/product coverage

5. Commission Structure: Calculation method, rates, and payment terms

6. Duration and Termination: Contract period and termination conditions

7. Obligations of Principal: Principal's duties and responsibilities

8. Obligations of Agent: Agent's duties and performance requirements

9. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Non-Competition: Restrictions on agent's competing activities during and after the agreement term

2. Intellectual Property: Usage rights for trademarks and materials, and protection of intellectual property

3. Data Protection: PDPA compliance obligations and data handling requirements

4. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control

Suggested Schedules

1. Commission Rates Schedule: Detailed breakdown of commission structures and calculation methods

2. Territory Schedule: Definition and description of exclusive territory coverage

3. Products/Services Schedule: Comprehensive list of products or services covered under the agreement

4. Performance Targets: Specific KPIs and minimum performance requirements for the agent

5. Reporting Templates: Standard forms and formats for regular performance and sales reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Industries

Civil Law Act (Cap. 43): Primary legislation governing contract law principles in Singapore, providing the fundamental framework for contract formation, execution, and enforcement

Contracts (Rights of Third Parties) Act: Legislation governing how third parties may enforce terms of a contract in Singapore, relevant for commission structures involving multiple parties

Commercial Agents (Regulation) Act: Regulates commercial agency relationships and provides framework for commission-based commercial arrangements

Employment Act: May be relevant if the commission agreement could be construed as creating an employment relationship rather than an independent contractor arrangement

Central Provident Fund Act: Relevant if the commission arrangement might trigger mandatory CPF contributions under Singapore law

Competition Act (Cap. 50B): Regulates anti-competitive practices, particularly relevant for exclusive arrangements that might affect market competition

Consumer Protection (Fair Trading) Act: Applicable if the commission agreement involves consumer goods or services, ensuring fair trading practices

Real Estate Agents Act: Specific regulations for commission agreements in the real estate industry, if applicable

Insurance Act: Governs commission arrangements in the insurance industry, if applicable

Securities and Futures Act: Regulates commission structures in financial services and securities trading, if applicable

Income Tax Act: Governs the tax treatment of commission payments and reporting obligations

Goods and Services Tax Act: Relevant for GST implications on commission payments and services

Mediation Act: Framework for mediation as a dispute resolution mechanism in Singapore

Arbitration Act: Governs domestic arbitration proceedings for dispute resolution in Singapore

Singapore International Arbitration Act: Provides framework for international arbitration proceedings in Singapore

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in commission agreements that involve personal information

Electronic Transactions Act: Governs the electronic execution and validity of contracts in Singapore

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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