Independent Sales Representative Agreement (Commission-Only)

Document ID: WBL-CTR-SRA-[ID]-v1.0 Agreement Date: [DATE] Territory: ☐ USA — [STATE(S) / REGIONS] ☐ Europe — [COUNTRY / COUNTRIES] Representative: [LEGAL FULL NAME]

Jurisdiction notice: This agreement has a USA variant (Section 15-A) and a European variant (Section 15-B). Complete the correct section for the representative's territory. For EU/UK representatives, pay particular attention to Section 12 — the EU Commercial Agents Directive creates mandatory rights that cannot be waived.

Parties

Principal:

Webility ("Company" or "Principal") [Legal Business Name, Registered Address] Email: legal@webility.local | [ACCOUNT DIRECTOR EMAIL]

Sales Representative:

[LEGAL FULL NAME] ("Representative") [Home / Business Address] [City, State/Province, Country, Postal Code] Email: [EMAIL] | Phone: [PHONE] Business registration number (if applicable): _______________ VAT/GST registration number (if applicable): _______________

Recitals

The Company wishes to appoint the Representative as a non-exclusive independent sales representative to introduce prospective clients to the Company's services within the Territory. The Representative wishes to act in that capacity on a commission-only basis. The parties therefore agree as follows.

1. Appointment and Territory

1.1 Appointment

The Company appoints the Representative as an independent, non-exclusive sales representative to solicit prospective clients and introduce qualified leads to the Company within the Territory defined in Section 1.2. The Representative accepts this appointment subject to the terms of this Agreement.

Non-exclusive: The Company may appoint other representatives, sales agents, or employees covering the same or overlapping territory. The Representative may also represent other businesses, subject to Section 9 (Non-Compete).

1.2 Territory

The Representative's authorized territory is:

Out-of-territory leads: If the Representative identifies a prospect outside their Territory, they must notify the Company. The Company will determine how to handle that lead and whether a referral commission applies.

1.3 Services Covered

The Representative is authorized to promote and sell the following Company services:

• ☐ Web Design & Development
• ☐ Brand Identity & Branding
• ☐ AI & Business Automation
• ☐ Website Maintenance Plans
• ☐ Managed Hosting
• ☐ [Add service]
• ☐ All current Webility services

The Representative does not have authority to: (a) Bind the Company to any agreement or accept any contract on the Company's behalf (b) Quote prices other than the current published rate card provided by the Company (c) Offer discounts without prior written approval from the Account Director (d) Make representations about delivery timelines, guarantees, or capabilities beyond the Company's documented materials

2. Representative's Obligations

2.1 Sales Activities

The Representative will: (a) Actively identify, qualify, and introduce prospective clients within the Territory (b) Present the Company's services accurately using only Company-approved materials (c) Maintain professional conduct in all interactions with prospective clients (d) Log all leads and interactions in the Company's designated CRM system (see Section 2.3) (e) Promptly disclose to prospective clients that they represent the Company as an independent sales representative (f) Not make any commitment, promise, or representation on behalf of the Company beyond what is in the Company's approved materials

2.2 Reporting

The Representative will provide the Company with:

• Weekly: A brief pipeline status update via [CRM / email / agreed tool]
• Monthly: A written summary of activity, qualified prospects, expected closings, and market feedback
• Immediately: Notification when a prospect requests a proposal or meeting with the Company

2.3 CRM Requirements

The Representative must record every prospect interaction in the Company's CRM. A lead is only eligible for commission under this Agreement if it is properly recorded in the CRM before the prospect is introduced to the Company. Leads not recorded in the CRM are ineligible for commission.

CRM tool: [Tool name, e.g., HubSpot / Notion / other] Access: The Company will provide read/write access to the Representative's assigned pipeline view.

2.4 Use of Company Materials

The Company will provide the Representative with:

• Approved pitch deck and capabilities overview
• Rate card (current pricing — internal use only, not to be shared directly)
• Case study summaries and portfolio materials
• Email templates and approved messaging

The Representative may not create their own marketing materials representing Webility without prior written approval. All materials remain Company property and must be returned or destroyed upon termination.

3. Company's Obligations

The Company will: (a) Provide the Representative with current, accurate information about its services, pricing, and capabilities (b) Respond to qualified leads introduced by the Representative within [3] business days (c) Notify the Representative of the outcome of each lead within a reasonable time (d) Pay commissions in accordance with Section 4 and Schedule A (e) Provide the Representative with a monthly statement of commissions earned, pending, and paid (f) Designate a named contact person at the Company for the Representative

4. Commission and Compensation

4.1 Commission-Only

This is a commission-only engagement. The Representative receives no base salary, retainer, draw, or guaranteed minimum compensation unless explicitly stated in Schedule A.

The Representative acknowledges they are not entitled to:

• Base salary or guaranteed pay
• Employment benefits (health, pension, vacation, sick leave)
• Expense reimbursement (unless pre-approved per Section 4.6)
• Equipment, office space, or tools paid for by the Company

4.2 Commission Rate

Commission rates, calculation methods, and payout schedules are defined in Schedule A — Commission Plan, which is incorporated into this Agreement.

4.3 Qualifying Conditions for Commission

A commission is earned when all of the following are met: (a) The lead was introduced by the Representative and recorded in the CRM prior to introduction (b) The Company and the client enter into a signed contract (c) The client pays the applicable invoice(s) triggering the commission (see Schedule A for milestone-based vs. full-payment triggers) (d) The Representative was the procuring cause of the sale — meaning the Representative's efforts were the primary reason the client engaged the Company

No commission is owed in the following cases:

• The prospect already had prior contact with the Company before the Representative introduced them (existing pipeline conflict — see Section 5)
• The lead was not logged in the CRM before the Representative initiated contact
• The sale resulted from a direct inbound inquiry to the Company unrelated to the Representative's efforts
• The client's contract is cancelled or the client fails to pay (see clawback provisions in Schedule A)

4.4 Commission Statement

The Company will provide the Representative with a written commission statement no later than [15] days after the end of each calendar month, detailing:

• Each qualifying transaction during the period
• Commission amount for each transaction
• Commissions paid to date
• Commissions pending (awaiting payment from client)
• Any clawbacks applied

4.5 Payment of Commission

Commissions are paid:

• Timing: Within [30] days of the Company receiving qualifying payment from the client
• Currency: [USD / EUR / CAD — specify; exchange rate applied is the rate on the date of client payment]
• Method: [Bank transfer / PayPal / other — specify]
• Invoice requirement: The Representative must submit an invoice for each commission payment (see Section 6.3 for invoicing requirements)

4.6 Expense Reimbursement

Expenses are not reimbursed unless: (a) Pre-approved in writing by the Account Director before the expense is incurred; and (b) The Representative submits receipts within [30] days

Never reimbursed without prior approval: Travel, entertainment, third-party tools, advertising spend.

5. Lead Registration and Conflict Resolution

5.1 Lead Registration

To protect the Representative's commission claim, leads must be registered in the CRM before the Representative initiates contact with the prospect. Late registration does not create a retroactive claim.

5.2 Existing Leads Conflict

If the Company or another representative is already in active discussion with a prospect at the time the Representative attempts to register the same lead, the Company will notify the Representative within [5] business days. No commission is owed for such conflicting leads.

5.3 Split Commission

If two representatives contributed to the same sale, the Company will determine a fair commission split at its reasonable discretion and notify both parties in writing.

5.4 Protection Period

A registered lead is protected for [90] days from the date of registration. If a sale to that prospect is not concluded within [90] days, the lead protection expires. The Representative may re-register the lead and restart the protection period if the prospect remains an active opportunity.

6. Independent Contractor Status

6.1 No Employment Relationship

The Representative is an independent contractor. This Agreement does not create an employer-employee, agency (in the legal sense of agency creating binding authority), partnership, or joint venture relationship.

The Representative acknowledges: (a) The Company does not control the Representative's daily schedule, working hours, or methods — only the results (qualified leads and sales) (b) The Representative may work for other companies and clients, subject to Section 9 (c) The Representative is responsible for their own equipment, internet, office, and tools (d) The Representative is not entitled to employment benefits (e) The Representative sets their own hours and location of work

6.2 Tax Responsibilities

The Representative is solely responsible for: (a) Reporting all commissions received as income to relevant tax authorities (b) Paying all applicable income taxes, self-employment taxes, and social contributions (c) VAT/GST registration and remittance if required in their jurisdiction (d) Any country-specific social security or labor contributions applicable to self-employed individuals

USA: The Company will issue Form 1099-NEC to US-based Representatives who receive $600 USD or more in commissions in any calendar year. The Representative must provide a completed W-9 form before receiving their first payment.

EU/UK: The Representative is responsible for their own VAT registration and filing obligations. If VAT-registered, the Representative must charge applicable VAT on their invoices and provide their VAT number. The Company will not withhold taxes from commission payments to EU/UK-based Representatives unless required by law.

6.3 Invoicing

The Representative must submit invoices to receive commission payments:

• Submit to: [AP EMAIL]
• Include: Representative's legal name, address, tax/VAT number (if applicable), date, services description ("Sales commission — [Client Name] — [Contract Value]"), commission amount, applicable tax (if any)
• Payment is processed within [30] days of receiving a valid invoice

7. Confidentiality

7.1 Confidential Information

In performing this Agreement, the Representative will have access to confidential information including:

• Client names, contact information, and discussions
• Pricing, commission rates, and financial terms
• Company business strategy, plans, and internal materials
• Technical details of the Company's services and products
• Other information not publicly available that the Company reasonably treats as confidential

All such information is confidential regardless of whether it is marked as such.

7.2 Non-Disclosure Obligations

The Representative will: (a) Keep all confidential information strictly confidential (b) Not share it with any third party without the Company's prior written consent (c) Use it only to perform this Agreement (d) Apply the same standard of care they apply to their own confidential information (at minimum, reasonable care) (e) Not use confidential information to benefit competitors of the Company

7.3 Duration

Confidentiality obligations survive termination for:

• 3 years for general confidential information
• Indefinitely for personal data, trade secrets, and pricing information

7.4 Permitted Disclosures

The Representative may disclose confidential information if required by applicable law or court order, provided they: (a) give the Company as much prior written notice as legally possible, (b) cooperate with the Company in seeking a protective order, and (c) disclose only the minimum required.

8. Non-Solicitation

8.1 Non-Solicitation of Clients

During this Agreement and for [12] months after termination, the Representative shall not directly or indirectly solicit, approach, or encourage any client introduced by the Representative under this Agreement to terminate or reduce their engagement with the Company, or to use a competing service.

Important — USA: Non-solicitation clauses are enforceable in most US states when limited to clients with whom the Representative had direct contact. They are not a "non-compete" and do not prevent the Representative from working in the same industry.

Important — EU: This clause is interpreted narrowly and applies only to clients actively introduced by the Representative. It does not restrict the Representative's general business activities.

8.2 Non-Solicitation of Personnel

During this Agreement and for [12] months after termination, the Representative shall not directly solicit or recruit any Webility employee, contractor, or other sales representative.

8.3 No Prohibition on General Competition

Nothing in this Agreement prevents the Representative from: (a) Continuing their general professional activities (b) Representing other companies (subject to Section 9) (c) Doing business in the same industry as the Company in capacities unrelated to their role under this Agreement

9. Non-Compete (Assess Carefully — Jurisdiction-Specific)

Critical note before completing this section:

• California (USA): Non-compete clauses are void and unenforceable against independent contractors (Cal. Bus. & Prof. Code § 16600). Do NOT include a non-compete for CA-based representatives.
• Many other US states: Non-competes for independent contractors are strictly scrutinized. Courts will not enforce overly broad restrictions.
• EU: Non-compete obligations post-termination are regulated by EU Commercial Agents Directive (Art. 20). They are only valid if: (a) in writing, (b) limited to the geographic area or group of customers and type of goods/services covered by the agency, (c) not exceeding 2 years after termination. The principal must compensate the agent for post-termination non-compete restrictions in some jurisdictions.
• Recommendation: Rely on confidentiality and non-solicitation clauses rather than a broad non-compete for independent sales reps.

☐ No non-compete applies (recommended for CA, EU/UK representatives)

☐ Limited non-compete applies (complete only if applicable, and review with legal counsel):

During this Agreement, the Representative shall not actively solicit business for any direct competitor of the Company offering substantially similar services within the Territory. "Direct competitor" means: [DEFINE NARROWLY].

This does not prevent the Representative from:

• Representing non-competing businesses
• Working in adjacent fields
• General employment in the digital services industry

Post-termination non-compete: Not applicable / [If applicable, define duration, scope, and compensation — must comply with jurisdiction-specific requirements]

10. Intellectual Property

10.1 Company Materials

All sales materials, pitch decks, pricing documents, case studies, templates, and other materials provided by the Company remain the exclusive property of the Company. The Representative receives a limited, non-exclusive, non-transferable license to use them solely for the purpose of performing this Agreement.

10.2 No Assignment of Company IP

Nothing in this Agreement transfers any ownership of Company IP to the Representative.

10.3 Representative-Created Materials

If the Representative creates any sales materials, scripts, or content that incorporate Company branding or confidential information ("Joint Materials"), those materials are owned by the Company. The Representative must obtain prior written approval before creating any such materials.

11. Representations and Warranties

Each party represents and warrants to the other that: (a) It has full legal capacity and authority to enter into this Agreement (b) Entering into this Agreement does not violate any other agreement or obligation (c) It will comply with all applicable laws in performing this Agreement

The Representative additionally represents and warrants that: (d) They have disclosed all material conflicts of interest before signing (e) They are not currently subject to any agreement that would prevent them from acting as a sales representative for the Company (f) They will conduct sales activities honestly and in good faith (g) They will not make false or misleading representations about the Company's services

12. EU Commercial Agents Directive — Mandatory Provisions

This section applies to Representatives based in the European Union, European Economic Area, or the United Kingdom. It does NOT apply to USA-based Representatives.

EU Council Directive 86/653/EEC on the coordination of the laws of the Member States relating to self-employed commercial agents establishes minimum mandatory rights for commercial agents that cannot be excluded or waived by contract. Where this Agreement conflicts with these rights, applicable national law implementing the Directive prevails.

12.1 Applicability

If the Representative qualifies as a "commercial agent" under the Directive — i.e., a self-employed intermediary who has continuing authority to negotiate or conclude the sale of goods or services on behalf of the Principal — the following mandatory rights apply:

12.2 Commission Rights During Agency

The Representative is entitled to commission on all transactions concluded during the term of this Agreement that were mainly attributable to their efforts, including:

• Transactions where the Representative was not directly involved but which fall within their Territory and client category
• Transactions concluded after termination if mainly attributable to the Representative's activity during the agreement term, and the transaction was concluded within a reasonable time after termination

12.3 Commission on Post-Termination Transactions

After termination, the Representative is entitled to commission on transactions: (a) Mainly attributable to the Representative's activity during the term; and (b) Concluded within a reasonable period after termination

No commission is owed if the prior Representative's commission would be owed for the same transaction.

12.4 Commission Statement

The Company will provide the Representative with a written commission statement no later than the last day of the month following the quarter in which the commission became due, as required by Art. 12 of the Directive. The Representative has the right to request all information available to the Principal, in particular extracts from books, needed to verify the commission due.

12.5 Minimum Notice Periods (Mandatory)

Notwithstanding any other provision of this Agreement, the minimum notice periods for termination are:

• During 1st year of agreement: 1 month
• During 2nd year of agreement: 2 months
• From 3rd year onwards: 3 months

Parties may agree to longer notice periods but not shorter. Notice must expire at the end of a calendar month unless otherwise agreed.

12.6 Indemnity or Compensation Upon Termination (Mandatory)

Upon termination, the Representative is entitled to either an indemnity or compensation payment (whichever applies under the implementing law of the country where the Representative operates):

Indemnity (applies in Germany, Austria, most jurisdictions that chose this option):

• The Representative is entitled to indemnity if they have brought new customers or significantly increased volume with existing customers, and the Principal continues to benefit from this after termination
• Indemnity = equitable amount, not exceeding 1 year's average annual remuneration over the preceding 5 years (or the duration of the agreement if shorter)
• The Representative must claim this within 1 year of termination

Compensation (applies in France, Belgium, UK, and other jurisdictions that chose this option):

• The Representative is entitled to compensation for damage suffered as a result of termination
• This includes loss of commission that the Representative would have earned had the agreement continued, and the costs and expenses incurred in connection with the agency

Waiver: The right to indemnity or compensation cannot be waived before termination. Any clause in this Agreement purporting to exclude this right is void.

Exceptions: No indemnity/compensation is owed if:

• The Company terminates due to the Representative's material breach
• The Representative terminates (unless justified by the Company's conduct or the Representative's age/illness)
• The Representative assigns their rights under the agreement to a third party

12.7 Country-Specific Registrations

Certain EU countries require commercial agents to register:

• France: Registration in the Registre Spécial des Agents Commerciaux (RSAC) is mandatory for agents commerciaux. The Representative agrees to maintain required registrations.
• Other jurisdictions: The Representative is responsible for understanding and complying with local registration requirements.

13. Term and Termination

13.1 Term

This Agreement commences on the Agreement Date and continues indefinitely until terminated under Section 13.2.

13.2 Termination

"Material breach" includes: persistent non-payment of earned commissions, material misrepresentation, unauthorized use of confidential information, and serious misconduct.

13.3 Commissions After Termination

Upon termination (other than for cause): (a) The Representative is entitled to commissions on any sale that closes (client signs and pays) within [90] days after the termination date, if the Representative was the procuring cause and the prospect was registered in the CRM before the termination date (b) After the [90]-day period, no further commissions are owed (subject to Section 12.3 for EU representatives) (c) No commission is owed on prospects the Representative registered after the termination date

13.4 Post-Termination Obligations

Upon termination: (a) The Representative must immediately cease representing themselves as a Company sales representative (b) The Representative must return all Company materials, documents, and confidential information (c) The Representative's CRM access is revoked immediately (d) Sections 7 (Confidentiality), 8 (Non-Solicitation), and 10 (IP) survive termination

14. Limitation of Liability

14.1 Company's Liability Cap

The Company's total liability to the Representative under this Agreement is limited to commissions earned and unpaid at the time of the claim. The Company is not liable for lost profits, indirect damages, or loss of future commission opportunity.

14.2 Representative's Liability

The Representative is liable for actual damages caused by their breach of this Agreement, including unauthorized commitments made to prospects, misrepresentation, or breach of confidentiality.

14.3 Indemnification

The Representative will indemnify and hold harmless the Company from any claims, damages, or liability arising from: (a) The Representative's unauthorized representations or commitments to prospects (b) The Representative's breach of this Agreement (c) The Representative's own employment or contractor status claims against third parties

15. Governing Law and Dispute Resolution

15-A. For USA-Based Representatives

Governing Law: The laws of [STATE — e.g., "the State of Delaware" / "the state in which the Representative is based"], without regard to its conflict of law principles.

Sales Representative Statutes: The parties acknowledge that many US states have enacted "Sales Representative Acts" or similar statutes that:

• Require commissions to be paid within a specified period after termination (commonly 30 days)
• Provide for penalty damages (some states allow 2x or 3x damages for willful non-payment)
• May override contract terms

States with notable sales rep statutes include: California (Lab. Code § 2751), Illinois (820 ILCS 120/), New York (Lab. Law § 191-a), Michigan (MCL 600.2961), Florida (Fla. Stat. § 672.507), and others. The Company commits to complying with applicable state law.

Dispute Resolution: Good faith negotiation → [30]-day mediation → binding arbitration under [AAA / JAMS] rules in [City, State] / litigation in [City, State] courts.

Jury Trial Waiver: (Optional — review with counsel) Both parties waive the right to a jury trial for disputes arising under this Agreement.

15-B. For EU/UK-Based Representatives

Governing Law: The laws of [specify: "Belgium" / "France" / "the Netherlands" / "England and Wales" / other]. The choice of law does not affect the mandatory provisions of the EU Commercial Agents Directive as implemented in the Representative's country of establishment.

Dispute Resolution: Good faith negotiation → mediation under [ICC / CEDR / other] rules → litigation in [City, Country] courts.

Language: This Agreement is executed in English. In the event of conflict with a translation, the English version prevails, except where applicable law requires otherwise.

Data Protection: Processing of personal data under this Agreement is subject to the GDPR (EU 2016/679). Each party acts as an independent controller of their own personal data. The parties will execute a Data Processing Addendum if either party processes personal data on behalf of the other.

16. General Provisions

Signatures

Webility LLC

Signature: ___________________________ Date: _______________ Name: ___________________________ Title: ___________________________

[REPRESENTATIVE LEGAL NAME]

Signature: ___________________________ Date: _______________ Name: ___________________________ Tax / VAT / Business Registration Number: ___________________________ Country of Tax Residence: ___________________________

Schedule A — Commission Plan

(See separate document: sales-commission-plan.md — WBL-CTR-SCP-[ID]-v1.0)

Attach and initial the Commission Plan as Schedule A to this Agreement.

Schedule B — Territory Detail (if required)

Schedule C — Approved Materials and Tools

Webility — WBL-CTR-SRA-[ID]-v1.0 | Independent Sales Representative Agreement (Commission-Only) Confidential — for authorized parties only. Have this agreement reviewed by a qualified attorney in the Representative's jurisdiction before first use.