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Middleman Commission Agreement Template for Singapore

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Key Requirements PROMPT example:

Middleman Commission Agreement

"I need a Middleman Commission Agreement for my Singapore-based manufacturing company to engage a sales agent in Malaysia who will help us find new distributors, with a 5% commission structure and minimum quarterly sales targets starting from March 2025."

Document background
The Middleman Commission Agreement is essential for businesses operating in Singapore that rely on intermediaries to facilitate transactions or business relationships. This document is particularly relevant in today's interconnected business environment where intermediaries play crucial roles in various sectors. The agreement clearly defines the scope of services, commission structures, and payment terms while ensuring compliance with Singapore's legal framework, including the Civil Law Act, Agency Law principles, and industry-specific regulations. It provides legal protection for both the principal and the middleman by establishing clear rights, obligations, and performance expectations.
Suggested Sections

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

2. Background: Context of the agreement and basic understanding between parties

3. Definitions: Key terms used throughout the agreement including commission, territory, and products/services

4. Appointment and Scope: Terms of middleman's appointment and detailed scope of services

5. Commission Structure: Detailed breakdown of commission rates and calculation methods

6. Payment Terms: Timeline and method of commission payments, including conditions for payment

7. Duration and Termination: Contract period, renewal terms, and circumstances for termination

8. Obligations of Parties: Detailed responsibilities of both principal and middleman

9. Confidentiality: Provisions regarding confidential information and trade secrets

10. Governing Law: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Non-Compete Clause: Restrictions on competitive activities during and after the agreement term

2. Intellectual Property Rights: Protection and usage rights of intellectual property involved in the transaction

3. Force Majeure: Provisions for unforeseen circumstances preventing performance

4. Insurance Requirements: Specifications for required insurance coverage and liability protection

5. Data Protection: Compliance provisions with Singapore's Personal Data Protection Act

Suggested Schedules

1. Schedule 1 - Commission Rate Schedule: Detailed breakdown of commission rates for different types of transactions

2. Schedule 2 - Service Territory: Geographic areas covered by the agreement

3. Schedule 3 - Product/Service List: Comprehensive list of products or services covered by the agreement

4. Schedule 4 - Performance Metrics: Key Performance Indicators and performance measurement criteria

5. Schedule 5 - Standard Operating Procedures: Detailed procedures for carrying out middleman duties

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



























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Industries

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

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

Factors Act (Cap. 386): Regulates the rights and obligations of agents (factors) in commercial transactions, particularly relevant for middleman relationships

Sale of Goods Act: Governs transactions involving the sale of goods, which may be relevant if the middleman facilitates goods-based transactions

Employment Act: May be relevant if the middleman's status could be interpreted as an employment relationship rather than independent contractor

Central Provident Fund Act: Mandatory consideration if the middleman arrangement could be classified as an employment relationship, requiring CPF contributions

Consumer Protection (Fair Trading) Act: Ensures fair trading practices and consumer protection, particularly relevant if the middleman deals with end consumers

Competition Act (Cap. 50B): Regulates anti-competitive practices and ensures fair competition in market transactions

Income Tax Act: Governs taxation of commission income and related tax obligations for middleman arrangements

Goods and Services Tax Act: Relevant for GST implications on commission payments and services provided by the middleman

Estate Agents Act: Specific regulations for real estate intermediaries if the middleman agreement involves property transactions

Insurance Act: Specific regulations for insurance intermediaries if the middleman agreement involves insurance products

Securities and Futures Act: Regulatory framework for financial intermediaries if the middleman deals with financial products or services

Electronic Transactions Act: Governs electronic communications and digital signatures if used in the agreement or subsequent transactions

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in the course of business activities

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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