Sales Agreement on Commission Clawbacks
SALES AGREEMENT ON COMMISSION CLAWBACKS
This Agreement is made as of [Date], by and between [Your Company Name], with its principal place of business at [Your Company Address] (hereinafter referred to as the "Company"), and [Your Partner Company Name], with its principal place of business at [Your Partner Company Address] (hereinafter referred to as the "Sales Representative").
WHEREAS, the Company employs the Sales Representative to perform services pertaining to sales and business development;
AND WHEREAS, the Company compensates the Sales Representative with commissions for sales procured as outlined in the Sales Compensation Plan, a separate document that is acknowledged by both parties to be integral to this Agreement;
AND WHEREAS, the Company reserves the right to institute a clawback policy for commissions under certain circumstances described herein.
THEREFORE, in consideration of the mutual covenants and agreements set forth, the parties hereby agree as follows:
I. Commission Clawback Policy:
The Company may require the Sales Representative to repay certain commission amounts previously paid or offset these amounts against future commissions under the conditions specified in this Agreement.
II. Circumstances for Clawback:
A. Overpayment: In the event that the Company determines an overpayment has been made to the Sales Representative due to accounting, clerical, or sales reporting errors.
B. Product Returns: If a customer cancels or returns a product or service resulting in the reversal of a sale for which the Sales Representative had earned a commission.
C. Misconduct: If the Sales Representative engages in any fraudulent activity or serious misconduct affecting the sales for which commissions were earned.
D. Performance Adjustments: If future adjustments related to a sale, such as discounts or concessions, affect the commissionable value of the sale.
III. Notification of Clawback:
The Company shall notify the Sales Representative of any clawback amount and the specific reasons for the clawback by written notice via [Your Company Email].
IV. Repayment Terms:
A. Immediate Repayment: The Sales Representative shall be required to repay any clawback amounts within thirty (30) days of notification.
B. Offset Against Future Earnings: If immediate repayment is not feasible, the Company may offset the clawback amount against any future commissions due to the Sales Representative.
V. Dispute Resolution:
Should the Sales Representative dispute the clawback, a written notice must be submitted to the Company within fifteen (15) business days of the clawback notification.
VI. Modification and Waiver:
No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
VII. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is located, without giving effect to any choice of law or conflict of law provisions.
VIII. Acknowledgment:
The Sales Representative acknowledges that they have read and understood this Agreement, and agrees to all its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have executed this Sales Commission Clawback Agreement as of the date first written above.
[YOUR COMPANY]
Signature
Name
Date
[PARTNER]
Signature
Name
Date
