(1) Hull Business Property

(2) Commercial Agent

Commission AGREEMENT

THIS AGREEMENT is made the 8th of May 2009

BETWEEN:

 (1)      << Name of Company >> a company registered in <<Country of Registration>> under number <<Company Registration number>> whose registered office is at <<Registered office>> (“the Company”) and

(2)       Hull Business Property of 34 Maplebeck Drive, Sheffield S9 1WH (“the Introducer”)

WHEREAS:

(1)       The Company is an agent in the business of the sale and lease of commercial property.

(2)       The Company wishes to appoint the Introducer to identify Prospective Clients and introduce them to the Company.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.2.1 "writing", and any cognate expression, includes a reference to any communication effected by electronic mail, telex, facsimile transmission or similar means;
1.2.2 "this Agreement" is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time;
1.2.3 a Schedule is a schedule to this Agreement; and
1.2.4 a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.3 In this Agreement:

1.3.1 any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
1.3.2 any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;
1.3.3 words importing the singular number include the plural and vice versa; and
1.3.4 words importing any gender include any other gender.

2. Appointment of Introducer

The Company appoints the Introducer to identify and Introduce to the Company Prospective Clients for the Products supplied by the Company, pursuant to the terms and conditions of this Agreement, on [an exclusive] OR [a non-exclusive] basis.
The Agreement shall commence with effect from 2 January 2009 until 18 December 2009 or until this Agreement is terminated in accordance with Clause 10.
The Company shall pay to the Introducer a fee for each new client Introduced by them at the rate set out at Clause 5 of this Agreement (“the Fee”).
The Company shall be entitled to supply the Product to clients notwithstanding those clients not having been introduced to the Company by the Introducer. 

3. Introduction of Prospective Clients

The Introducer shall use reasonable endeavour to identify and solicit Prospective Clients to Introduce to the Company.

EITHER

3.1 The Introducer shall Introduce identified Prospective Clients to the Company by informing them of the company’s name location and business. In addition the Introducer shall instruct the Prospective Client to quote the reference “Hull Business Property”, for the purpose of ensuring that Prospective clients introduced to the Company by the Introducer are properly identified and that the Fee is accurately calculated.

OR

3.2 The Introducer shall:

provide the Company with sufficient contact details to enable the Company to contact the Prospective Client, such details to be provided in writing and to include the Prospective Client’s full name, address and daytime telephone number;
[provide the Company with brief details as to what Product(s) in particular the Prospective Client requires];
ensure that the Prospective Client consents to being contacted by the Company in relation to the supply of the Product; and
ensure that all steps are taken in order for the Company to be able to process the contact details and all other information provided to it by the Introducer in accordance with the Data Protection Act 1998.]
The Introducer shall maintain a proper record of Prospective Clients Introduced to the Company pursuant to this Agreement and the dates on which such Introductions were made.
The Introducer shall ensure that all employees and agents are conversant with the Product supplied by the Company in order to facilitate the effective identification of Prospective Clients.

4. Obligations of the Company

[The Company agrees that it will Follow-up all Introductions made by the Introducer with a view to reaching a Completed Transaction with the Prospective Client. If the Company decides not to contact a Prospective Client Introduced to it for any reason, the Company must inform the Introducer at the end of the calendar month in which such decision was made.]
The Company shall maintain a proper record of Introductions[, Follow-ups] and Completed Transactions for the purpose of accurate payment of fees under Clause 5.
The Company shall provide the Introducer with such promotional and sales brochures and literature as is necessary from time to time in order for the Introducer to comply with its obligations under Sub-clause 3.4 above.

5. Fees and Payment

EITHER

1. [The Company will pay the Introducer 10% of the Agents Completed Transaction Fee in respect of each Prospective Client Introduced.] 

OR

1. [The Company will pay the Introducer the Fee as set out at Schedule 1 of this Agreement.]

Fees under this Agreement shall be payable within a 1 month period immediately following the Completed Transaction by the Client to the Company.

EITHER

[The Company will pay the Introducer the Fee for each Completed Transaction by bank transfer on the first Business Day of each calendar month following that calendar month in which the Completed Transaction occurred.]

OR

[The Company will pay the Fee due for each Completed Transaction on the day that it is completed or, if immediate payment is not practicable due to time constraints, on the following Business Day by bank transfer.]
The Introducer acknowledges and agrees that, where a client introduced by him subsequently cancels an agreement with the Company which attracted payment of a Fee and for which the Fee has been paid to the Introducer, the Introducer shall be liable to repay the Fee, pro rata in relation to the amount reimbursed by the Company to the client.

6. Relationship of the Parties

Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose.
Subject to any express provisions to the contrary in this Agreement, the Introducer shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Company or bind the Company in any way. 

7. Non Competition

The Introducer agrees not to act as an introducer or referrer or perform any similar function for any other person or organisation that did not enter the listing on the www.Hullbusinessproperty.co.uk website. Duplicate listings will be removed if the listing is not by the instructed agent or agents. 

8. Confidentiality

The parties agree to keep all Confidential Information in relation to the business of the other confidential during and after the term of the agreement. This Clause 8 will not apply to:

8.1 any information which has been published or is in the public domain other than through a breach of this agreement;
8.2 information in the possession of the recipient party before the disclosure under this agreement took place;
8.3 information obtained from a third party who is free to disclose it;
8.4 information which a party is required by law to disclose. 

9. Non Circumvention

The Company and the Introducer hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, including but not limited to those provisions regarding the calculation and payment of the Fee, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.

10. Termination

Either party has the right to terminate this Agreement immediately if the other:
has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate  immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
becomes insolvent or is the subject of a bankruptcy order.
Either party may terminate this Agreement for any other reason on giving not less than one months' notice in writing to the other party, [to expire not earlier than the date one year from the date on which this agreement is signed].
No Fee shall accrue for any Introduction of a Prospective Client after the date on which this Agreement is terminated. Any Introduction occurring prior to termination which results in a Completed Transaction after termination shall accrue a Fee pursuant to Clause 5. The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the parties under this Agreement.
Upon Termination of this Agreement any monies owed by the Company to the Introducer shall be payable immediately. 

11. Nature of Agreement

This Agreement is personal to the parties and neither party may assign, mortgage, [or] charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.
This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
Each party agrees that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

12. Notices and Service

Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:
delivering it by hand;
sending it by pre-paid registered post; or
sending it by email, facsimile transmission or comparable means of communication to the other party at the address given in Sub-clause 12.4.
Any notice or information given by post in the manner provided by Sub-clause 12.1.2 which is not returned to the sender as undelivered shall be deemed to have been given on the fourteenth day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Sub-clause 12.1.2 to the other party at the address given in Sub-clause 12.4 within 24 hours after transmission.
Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

13. Set Off

The Company may withhold payment of, or make any deduction from, any invoice or other amount due to the Introducer by reason of any right of set-off or counterclaim which the Company may have or allege to have or for any reason whatsoever. 

14. Jurisdiction

This Agreement shall be governed and construed in accordance with the Laws of England and Wales.
In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of  the parties irrevocably submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts

IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written

SIGNED
<<Name and Title of person signing for Company>>
for and on behalf of << Company Name >>

SIGNED

for and on behalf of Mr. Michael Beaumont

SCHEDULE 1

Commission Structure

SCHEDULE 2

Product Schedule

Commercial property including;

Industrial units
retail shops
offices
workshops
warehouses