Independent Contractor Sales Commission Agreement Template for Malaysia

The Independent Contractor Sales Commission Agreement is essential for businesses operating in Malaysia that engage external sales representatives on a commission basis. This document is designed to comply with Malaysian contract law, employment regulations, and tax requirements while clearly establishing an independent contractor relationship rather than employment. It is particularly important for companies expanding their sales force without increasing permanent headcount, providing flexibility in market coverage while managing legal and financial risks. The agreement covers crucial aspects such as commission structures, sales territories, performance metrics, confidentiality, and non-compete provisions, all within the Malaysian legal framework. It's commonly used when engaging professional sales representatives, agents, or brokers who will represent the company's products or services while maintaining their independent business status.

1. Parties: Identification of the company and the independent contractor, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, nature of the company's business, and the contractor's status as an independent sales representative

3. Definitions: Definitions of key terms used throughout the agreement, including 'Commission', 'Territory', 'Products', 'Customers'

4. Appointment and Scope: Formal appointment of the contractor, scope of authority, and confirmation of independent contractor status

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party

6. Commission Structure: Detailed explanation of commission calculations, payment terms, and conditions for earning commissions

7. Duties and Responsibilities: Specific responsibilities of the contractor, including sales targets, reporting requirements, and customer service standards

8. Independent Contractor Status: Clear statement of contractor's independent status, tax responsibilities, and absence of employee benefits

9. Confidentiality: Protection of confidential information and trade secrets shared during the relationship

10. Non-Competition and Non-Solicitation: Restrictions on competing activities and solicitation of customers/employees during and after the agreement

11. Intellectual Property: Ownership and protection of intellectual property, including customer lists and sales materials

12. Representations and Warranties: Statements of fact and promises made by both parties regarding their capacity and authority

13. Indemnification: Obligations to protect each party from losses caused by the other's actions or breaches

14. General Provisions: Standard legal clauses including governing law, notices, assignment, and entire agreement