COMMISSION LETTER

(Simple — Two Party)

• Date: _____________________________________________
• Reference: _____________________________________________
• To:
• _____________________________________________
• _____________________________________________
• _____________________________________________ (the "Principal")
• Dear _____________________________________________,

RE: Commission Arrangement — Confirmation of Terms

We write to confirm the terms of the commission arrangement between us, as agreed in our discussions on _____________ (the "Arrangement"). This Letter, once signed by both parties, shall constitute a binding agreement between _____________________________________________ (the "Agent") and the Principal named above.

The Agent and the Principal are referred to individually as a "Party" and collectively as the "Parties."

1. Mandate and Introduction

The Principal has engaged the Agent to identify, approach, and introduce prospective buyers, offtakers, distributors, investors, or commercial partners (each, an "Introduced Party") in connection with the Principal's goods, services, or business opportunities described below:

Description of Subject Matter: _____________________________________________

HS Code(s) (if applicable): _____________________________________________

Target Market(s) / Geography: _____________________________________________

Estimated Transaction Value: _____________________________________________

The Agent accepts this mandate and shall use commercially reasonable efforts to identify and introduce suitable Introduced Parties to the Principal.

2. Commission Rate

• In consideration for introductions that result in completed commercial transactions between the Principal and an Introduced Party, the Principal agrees to pay the Agent a commission as follows:
• Commission Rate: _____ per cent (_____%) of the _______ value of each completed transaction.
• Base Value Definition: _____________________________________________ (e.g. FOB value, contract price, total invoice value).

Currency: _____________________________________________

Commission Trigger: Commission becomes payable upon _____________________________________________ (e.g. receipt of first payment from the Introduced Party by the Principal).

Commission shall be invoiced by the Agent and paid within thirty (30) days of the invoice date by bank transfer.

3. Commission Tail

The commission obligation in clause 2 shall apply to all transactions with an Introduced Party that are concluded within twenty-four (24) months of the date of the Agent's introduction of that Introduced Party to the Principal (the "Tail Period"), whether or not this Letter remains in force at the time of the transaction.

4. Non-Circumvention

The Principal shall not engage with any Introduced Party introduced under this Arrangement in a manner designed to avoid or reduce the Agent's commission entitlement. If the Principal concludes a transaction with an Introduced Party during the Tail Period without notifying the Agent, the full commission shall remain due and payable.

5. The Agent's Role

The Agent acts as an independent facilitator and is not an employee, partner, or legal agent of the Principal. The Agent has no authority to sign contracts, accept payments, or make binding representations on behalf of the Principal. The Agent does not take title to any goods and does not assume commercial risk in the transaction.

6. The Principal's Obligations

• The Principal shall notify the Agent within five (5) business days of entering into any commercial arrangement with an Introduced Party.
• The Principal shall maintain accurate records of all transactions with Introduced Parties and shall make such records available to the Agent upon reasonable request.
• The Principal shall deal in good faith with all Introduced Parties introduced by the Agent.

7. Confidentiality

Each Party shall keep confidential the terms of this Letter and all non-public information disclosed by the other Party in connection with this Arrangement. This obligation shall survive termination of this Letter for two (2) years.

8. Duration

This Letter shall remain in force from the date of last signature for a period of twelve (12) months, and shall automatically renew for successive twelve (12)-month periods unless either Party gives thirty (30) days' written notice of non-renewal. The commission tail and non-circumvention obligations shall survive any termination.

9. Governing Law

This Letter shall be governed by and construed in accordance with the laws of _____________________________________________. Any dispute shall be resolved by the courts of _____________________________________________ or, if agreed by both Parties, by arbitration.

10. Entire Agreement

This Letter constitutes the entire agreement between the Parties in respect of the commission arrangement described herein and supersedes all prior oral or written discussions on the same subject. Any amendment must be in writing and signed by both Parties. Electronic signatures are accepted as valid.

Please confirm your agreement to the above terms by signing and returning a copy of this Letter at your earliest convenience.

Yours sincerely,

For and on behalf of the Agent:

Authorised Signatory: _____________________________________________

Full Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

ACCEPTED AND AGREED

• The Principal confirms its agreement to the terms of this Commission Letter.
• For and on behalf of the Principal:
• Authorised Signatory: _____________________________________________
• Full Name: _____________________________________________
• Title: _____________________________________________
• Date: _____________________________________________
• Doc 08 — Commission Letter (Simple — Two Party) — Neutral Template