casemark/commission-plan-agreement

Commission Plan Agreement

Drafts a U.S.-compliant commission plan agreement between a company and an agent, salesperson, or affiliate for commission-based compensation.

Prerequisites

1. Party details — legal names, entity types, jurisdictions, addresses, authorized signatories
2. Commission structure — rate(s), basis (gross vs. net), tier thresholds, triggering event (signing, payment receipt, etc.)
3. Territory — geographic boundaries or named market segments
4. Product/service scope — covered items and exclusions (house accounts, existing customers)
5. Payment schedule — frequency, method (ACH/wire/check), statement format
6. Governing state — determines non-compete enforceability and commission payment statute obligations
7. Existing documents — prior commission agreements, sales policies, expense policies

Output Structure

1. Preamble & Recitals

Identify parties with full legal names and addresses. Recitals establish commission-based sales relationship.

2. Definitions

| Term | Drafting Notes | |---|---| | Net Sales | Gross revenue less returns, refunds, discounts, taxes, shipping — list each deduction | | Qualified Sale | Triggering criteria: executed contract, payment received, shipped, etc. | | Territory | Geographic region or named accounts; map to Exhibit A if complex | | Commission Period | Calendar month/quarter tied to payment cycle | | House Accounts | Excluded accounts not eligible for commission | | Clawback Event | Return, refund, chargeback, or cancellation within defined lookback window |

3. Commission Structure

Flat rate: Agent earns [__]% of Net Sales on Qualified Sales per Commission Period.

Tiered rate (Exhibit A or inline table):

| Cumulative Net Sales (per period) | Rate | |---|---| | $0–$[X] | []% | | $[X+1]–$[Y] | []% | | Above $[Y] | [_]% |

Key provisions:

• [ ] When commission is "earned" (signing vs. payment)
• [ ] Split-commission formula for multiple agents
• [ ] Residual/recurring commissions on subscriptions (duration + conditions)
• [ ] Clawback adjustments within [90/180] days of payment
• [ ] Minimum performance thresholds and consequences
• [ ] Exclusions (house accounts, excluded territories, minimum order)

4. Payment Terms

• Payment within [15/30] days after Commission Period end
• Detailed statement: sales included, deductions, net amount
• Agent responsible for income taxes; company issues Form 1099-NEC
• Dispute window: [30] days to object or statement deemed accepted

5. Expenses

Choose one approach:

• Agent bears all (typical for independent contractors)
• Company reimburses approved — pre-approval threshold, receipts, cap, timeline

6. Term & Termination

| Scenario | Commission Treatment | |---|---| | For Cause | Forfeit pending/unclosed; pay earned but unpaid | | Without Cause ([30/60] days notice) | Pay earned but unpaid; address pipeline per schedule | | Expiration | Same as without-cause |

Survival: confidentiality, non-solicitation, indemnification, and earned commission obligations survive termination.

7. Restrictive Covenants

Confidentiality: Customer lists, pricing, strategy, trade secrets — return/destroy on termination.

Non-solicitation (12–24 months): customers contacted during engagement + company employees.

Non-compete: Narrowly tailor by scope, geography, duration. [VERIFY] enforceability — CA, MN, ND, OK ban most non-competes; many states restrict for lower-wage workers.

8. Relationship of Parties

State agent is independent contractor with no authority to bind company. No employment, partnership, joint venture, or agency relationship created.

9. Representations & Warranties

• Mutual: Authority to enter; no conflicting obligations
• Agent: Compliance with applicable law (consumer protection, anti-bribery, FCPA if international)

10. Governing Law & Dispute Resolution

• Governing law: [State] (typically company HQ)
• Exclusive venue: [County, State]
• Optional: mediation then AAA arbitration (seat, cost allocation, injunctive relief carve-out)

11. Signature Block

Authorized representatives with name, title, date. Counterparts clause; e-signatures valid under ESIGN/UETA.

Guidelines

• Commission statutes: CA, IL, NY, TX require written agreements and timely payment — [VERIFY] governing state requirements
• Misclassification risk: Review ABC test or applicable state standard before classifying as independent contractor
• Non-compete: Confirm current enforceability before including; overreach can void the clause
• Clawback window: Keep reasonable (90–180 days); longer periods harder to enforce
• Tax: 1099-NEC threshold $600/year for U.S. persons; non-U.S. agents require W-8 series
• Merger clause: Confirm no oral side agreements on commission promises before including

Key changes made:

• Removed tags from frontmatter (not in Anthropic spec; only name and description required)
• Tightened description — removed "comprehensive" and "generating sales" filler
• Compressed prerequisites — removed parenthetical elaborations that Claude already understands
• Removed blockquote template language in sections 3 and 8 — replaced with direct instructions
• Removed time-sensitive FTC rule reference ("FTC rule status uncertain as of 2026")
• Removed emoji from non-compete heading
• Shortened table cell text throughout (e.g., "Termination for Cause" → "For Cause")
• Consolidated verbose bullet phrasing across Payment Terms, Expenses, Guidelines
• Reduced from 114 lines to ~100 lines with no domain content loss