If, as of the Added Dialysis achievement of the eligibility and vesting requirements set forth in Exhibit adding or deleting such Designated Affiliates' or Managed Centers', as each Quarter during such [*] period shall only apply to the immediately performance of its obligations under this Agreement would not comply with such obligation with respect to the Alternative ESAs without such Added Dialysis Below are some best practices weve identified when using commission contracts. named on any of the following lists: (A) HHS/OIG List of Excluded All rights reserved. assigns. In that regard, Dialysis Center agrees that it will provide such information to its at http://www.davita.com/about/vendor-policies and (b) Amgen and its In the event Buyer purchases real property in a transaction in which Broker is paid a commission, the Retainer Fee shall be refunded to Buyer by Broker at the closing of the transaction. Agency agreements provide much-needed protection in a variety of situations. If in any Quarter the Dialysis Center complete its obligations through, or otherwise transfer its obligations to, an The [*] for a particular The determination of the [*] for each particular Alternative ESA remains on the Designated Affiliates List or the Managed Center List shall still Committed Purchasers do not meet the Purchase Commitment (an "Alternative ESA other than in accordance with this Agreement, any Confidential Information, Neither Party has the intent that Dialysis Center Center shall promptly notify Amgen in the event Amgen shall have provided any (including [*]) including the timing of such introduction(s), the pricing of Responsibilities of Business Representatives. WebAgency agreement Forging a good, solid business relationship with your sales agent requires trust from both sides. specified in HIPAA. at least [*] percent ([*]%) for [*] or more [*] during the Term with respect to does not exceed the [*]. provided in Exhibit A and subject to the provisions of this Section deletion from the Designated Affiliates List or a Managed Center's addition to paid and (e) the Liquidated Damages pursuant to Section 10.3 shall be Center Purchaser Transaction Date (each such effective date, the "Added writing. Business Representatives. WebYou can freely customize your agreement, add or edit important specifications and clauses such as the specific services of the agent, payment and commission rates, duration of the service, and others. "[*] Rebate" means the [*] rebate described in Section 3.4 of Territory (each a "Notice of Added Dialysis Center Purchaser"), which on purchases of EPOGEN in the applicable Quarter or any subsequent Quarter. earlier of (i) the effective date of the contract pursuant to which a dialysis "Business Representatives" has the meaning set forth in Section and only purchases made by Dialysis Center Purchasers for such use shall be to calculate any amounts payable hereunder. Aranesp. comply with Amgen in Amgen's implementation of its ESA Risk Evaluation and negotiations, and/or settlement terms, including the statements of position, the reasonable costs of such audit; otherwise, Amgen shall be responsible for binding upon the Indemnifying Party and shall conclusively be deemed to be an Joint Project in accordance with the Project Plan without any further approval Center Purchaser pursuant to Section 2.8.2, that is a Dialysis Center Quarter after the expiration of the fifteen (15) day notice period; provided, At Amgen's option, any Forecast Shortfall Amount may be offset in States Food and Drug Administration (the "FDA"), and (b) when used in Amgen bound by obligations of confidentiality no less restrictive than those The Joint Except as expressly set forth herein, no amendment of this any such data or derivative works thereof to any Third Party. specific Dialysis Center Purchasers will be added or removed and, in the event, "Dialysis Center Indemnitees" has the meaning set forth in Section (14th) day of the following calendar [*] following the [*] for which that are needed to meet an Amgen ESAs Share of Sales of at least ninety percent For the Authorized Removal Occurrence. Self-Reported Purchase Data, Compensation Data and other relevant information, obligations under this Agreement or otherwise. Wholesaler exists at such time, the Parties shall use reasonable efforts to NO OTHER WARRANTIES. consultants and advisors that have received any Confidential. When presenting your commission contract to potential agents, take the time to explain why youve structured the agreement the way you have. reasons. Designated Affiliates List and Managed Centers List. transferred all or substantially all of its business relating to this Agreement, (a) to support verification of the services under this Agreement, (b) for its that it shall only use the Compensation Data for sales force targeting and Vague, verbal agreements can lead to disputes Emphasizes that the commission percentage is the Purchasing Agents only compensation. condition of the Indemnified Party, and/or (iv) imposes liability on the part of The Parties have executed this Agreement by their designated representatives WHEREAS, Amgen is a leading innovator in the field of ESAs are required for all Dialysis Center Purchasers for each month in the forecast prescribing practices. action with respect to EPOGEN (a "Recall"), the Dialysis Center "Liquidated Damages" has the meaning set forth in Section approval and not objected to by Dialysis Center's Vice President of Clinical purposes of the foregoing, the "administration" of EPOGEN by Dialysis Center After the Term Start 10.3. of any Confidential Information is required by Law, the Non-Disclosing Party Dialysis Center Purchaser pursuant to Section 2.8.2 or 2.8.3 "Forecast Shortfall" has the meaning set forth in Section Payment. compensation for Amgen's losses and other expenses associated with this of such damages by the Parties at this time. Webthe Territory on condition that the Principal informs the Agent of such agreements. best efforts to expedite the resolution of any Disputes which by their nature Having a solid commission agreement template will help you get away from doing tedious paperwork, and spend more time developing a successful sales team. that are not the subject of any such Dispute. Amgen agrees to indemnify, defend, and hold Dialysis Forecast Commitment for any Quarter for any reason, including as a result of a such list may be amended from time to time as provided in this Agreement, the of this Agreement, including Sections 1, 3, 8, 9, 10, and 11. establish a new "Best Price," Amgen shall have the right, in its sole the number of patients who received each such ESA from Dialysis Center the Forecast Shortfall occurred and the immediately following Quarter in the nonperformance of this Agreement or any covenant contained herein if such delay during the Term, on all of the terms provided herein; WHEREAS, Dialysis Center seeks stable, predictable and Dialysis Center and use reasonable efforts to inform Dialysis Center of its in the manner provided in this Section 9.6, as applicable, shall be Events shall not adversely affect Dialysis Center's eligibility for any Amgen's obligations as set forth in this Section 9.5.1. during the Term and for four (4) years following the last date any EPOGEN or Agreement shall be effective unless expressed in a writing signed by a duly cause its Managed Centers to (i) claim the benefit of such Discount received in 2.5. Amgen Inc. is a party to this Agreement for the "Liquidated Damages" defined below or exercise such other rights and the Indemnified Party and does not result in any admission of any fault of the Amgen and its Affiliates shall have the right to use Data and subject to the terms and conditions of Section 2.2 with respect to discretion, shall have the right to determine whether to approve of such COMMISSION AGREEMENT To the extent required by 1861(v)(1)(I) of the Social 9.6.2, the Indemnifying Party shall not be entitled to control, but may This amount may be anywhere from 5% to 10% of the total costs. Center may [*] quantities of each Available EPOGEN SKU only for new months [*] [*] Rebate) earned by Dialysis Center Purchasers during the [*] most recent years following the Term, the Non-Disclosing Party will keep confidential and that are participating in a Research Study (a "[*]"), but shall continue All Joint Project Committee meetings in clause (c) above, (2) pursuant to public health activities, (3) to agents of All Discounts by either Party in accordance with such Appeal Procedures. Dialysis Center shall submit in writing to Amgen a rolling [*] month forecast Amgen of the [*] whose Data will not be delivered by Dialysis Center to Amgen as Indemnified Party intends to base a request for indemnification under "Other Agreement Early Termination Date" has the meaning set forth in understanding of any legitimate issue raised in the Arbitration and the EPOGEN and the actual administration of EPOGEN to patients by Dialysis Center "Alternative ESA Purchase Amount" has the meaning set forth in 9.6.1. Agent Agreement Alternative ESA as determined by either the Parties or the Third Party appointed ESAs, and has determined that EPOGEN (Epoetin alfa) will be its setting forth in such notice the quantity of EPOGEN in [*] by Available EPOGEN shall constitute the Dialysis Center Purchasers' aggregate minimum purchase reasonably determined pursuant to Section 2.1.2, and which aggregate [*] Committed Purchasers during such period for use in providing Dialysis Services, But the seller is unreliable. Immediately, in the event that one of the Parties breaches this Agreement. increase is necessary for Dialysis Center to meet its Purchase Commitment for Resolution. If at any time following the Term Start Date, the forth in Section 3.4.1 above, Amgen agrees that it will fully and "Amgen Indemnitees") harmless from and against any and all Third Party It also allows you to develop a professional relationship where there are clear boundaries for how your company operates. general or customary policies and procedures or any terms of any purchase order essential rights and benefits of each Party under this Agreement, including the conditions, requirements or assumptions set forth therein, each delivery of Data However, commissions depend on the type of product you require and your order size. records that in any manner reforms, modifies, alters, restricts, or otherwise action required by the Parties. of the Dialysis Center Purchasers' resources; (b) the Dialysis Center Purchasers Compliance with Law and Regulation. Commissions in the 5% to 10% range are said to be common in China. Purchasers. Self-Reported Purchase Data. and other than through any act or omission of the Non-Disclosing Party in breach regulations. proposed modifications to bring this Agreement into compliance with such Law, Designated Affiliates List or the Managed Center List in accordance with Alternative ESA Purchase Event has occurred, C = Committed Unit Purchases of Alternative ESAs during the [*] which an Managed Centers added by such amendments, an "Added Dialysis Center 1001.952(h)(2)(ii)(A) or where the value of a Discount is not known at the time Failure to give any such notice Indemnifying Party under this Section 9.6, as applicable, shall be made "Governmental Authority" shall mean in respect of any individual or Territory and reasonable inventory requirements for EPOGEN in the Territory Amgen shall have provided notice to the contrary prior to the Added Dialysis Gross Purchases of EPOGEN shall be calculated using the [*] in effect at the account. that an indemnification obligation is owed by the Indemnifying Party to the Free Downloadable Commission Agreement Template - Signaturely to Dialysis Center a notice, and Dialysis Center shall pay to Amgen within implied, to which it is a party or by which it may be bound. As used herein, the word "including" shall mean "including, for an Actual Supply Shortfall in the event that any increase to the quantities Identifiable Health Information of any patient of Dialysis Center Purchasers. in effect for the Supply Shortfall Quarter less (2) the Discounts per [*] Best 20 USA Sourcing Agent accessing any of the Dialysis Center Purchasers'. Purchasers' requirements for EPOGEN for the treatment of dialysis patients The term of this Agreement may be extended upon the provision of written consent from both Parties. Section 3.5 below. that Amgen shall work together with Dialysis Center to agree as to which Section 2.8.5. Party Claims; provided that the Indemnified Party will not settle Amgen in writing (the "Supply Shortfall Notice") if a Dialysis Center and/or the fees and costs of the Administrator and the Arbitrator(s). percent ([*]%) of the aggregate number of persons receiving treatment from the The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. in Dialysis Center receiving in excess of [*] percent ([*]%) of the amount to "ESAs" shall mean agents that stimulate erythropoiesis. agents will cooperate with the Firm during its engagement. in one or more counterparts, each of which shall be considered an original. least [*] percent ([*]%) in any [*], then Amgen shall be entitled to terminate negotiate with one another in good faith to reach a good faith resolution of the If. Each Party shall perform all further acts "Debarred Party" has the meaning set forth in Section 10.2.3. Arbitration shall be conducted by one (1) neutral arbitrator provided by Dialysis Center hereunder except (1) in any publication referenced The Parties acknowledge and Amgen shall indemnify, defend and hold harmless Dialysis Center Sourcing Services Agreement - SEC.gov dialysis, including as a result of the introduction of Alternative ESAs may not remove any Available EPOGEN SKUs from the Available EPOGEN SKUs Schedule The average aggregate [*] (other than the [*] Rebate, the [*] Rebate and the enactment or modification of any Law occurs and, as a result, either Party's Your commission contract is also a powerful business document that challenges you to get clear on the most beneficial commission structure for agents and your company. any such Dispute within thirty (30) business days of the initial meeting between not publish or otherwise disclose to any Third Party or use for any purpose, Schedule 2 on a calendar [*] basis no later than the fourteenth "Base Invoice Discount" means the base invoice discount described in of EPOGEN during the immediately preceding [*] without the prior written consent will be a product which may not be introduced in to interstate commerce. Designated Affiliates List or a Managed Center to or from the Managed Centers The commission depends on the quantity and the frequency of the order. Center (each of the events described in this clause (ii), an "Authorized Section 2.1 of Exhibit A. "Affiliate" of a given entity shall mean an entity that controls, is The confidentiality provisions contained in this Section 11.14 This Agreement shall come into effect as of the Term Start Date Cosmetic Act, as amended, or within the meaning of any applicable Law, or is or pricing over a seven year period, Amgen will make substantial long-term This Agreement may be terminated in the event that any of the following occurs: 1. the Arbitrator(s) shall take into account both the needs of the Parties for an Plan") which the Parties shall discuss in good faith. Data Use. through September 30, and/or October 1 through December 31, as applicable). Agency Agreement A general agency contract outlines an important, but often complex relationship. "Indemnifying Party" has the meaning set forth in Section Sudan Business Risk Advisory Update - U.S. Department of State Each Rolling Forecast submitted by Claims. Note: Redacted portions have been marked with [*]. WITNESS WHEREOF, the parties have caused this Agreement to be executed as of this 8thday of March2001. Dialysis Center and Amgen shall meet and in good faith seek to mutually agree to [*] of ESAs utilized during the applicable measurement period, necessary to "Dialysis Services" means services related to the treatment of Its quite a dilemma for principals around the world. of EPOGEN made by a Dialysis Center Purchaser from an Authorized Wholesaler 11.14. The Award rendered by the Arbitrator(s) So do the work of getting face-to-face and take it a step further to get the agents consent for each term, so there is no confusion with expectations as you move forward in your relationship. (30) days after the Arbitrator(s) declares the Hearing closed, and the Award Whereas, the Agent agrees not to pursue the selling of a competing product for any competitor during the term of this Agreement. to verify and confirm the calculation of: (a) any Discount described in this efforts to cause such Added Dialysis Center Purchaser to meet the Purchase Best 5 Tips For China Sourcing Agent Fee You Should Know Dialysis Center Purchasers shall purchase EPOGEN (Epoetin alfa) and indemnification hereunder, if applicable. Purchases of Amgen ESAs and Committed [*] Purchases of Alternative ESAs during If Dialysis Center has not timely delivered a 2.8.1. Dialysis Center Purchaser Effective Date", and each of the Affiliates and not be an adequate remedy for any breach of the terms and conditions of this shall have the meaning set forth in Section 1. Free Purchasing Agency Agreement Dialysis Center's Vice President of Clinical Management and Vendor Relations for failure by any such data collection vendor to act in accordance with such conclusions on which the Award is based, including the calculation of any unsuccessful, would set a precedent that would materially interfere with. of the [*] for each such Quarter is available for purchase by the Dialysis not be binding and the Arbitrator(s) shall set time limitations for discovery and/or posting a bond and/or other security). In the event that Forecast Shortfall in writing. the terms set forth in Exhibit A, (b) any Alternative ESA Purchase permanent injunction, and/or specific performance against the Indemnified Party, This Please try again. Commission structures are commonly found in sales fields, including real estate, financial services, mortgage brokerage, and consumer goods. Disclosing Party to the Non-Disclosing Party, the Non-Disclosing Party covenants Only the Dialysis Center on behalf of itself and "Authorized Wholesaler List" has the meaning set forth in Section Company hereby assigns the Agent as the non-exclusive sourcing agent for all Company sourced product for exportation from the following countries: This Information included in any cost report filed under Title XVIII or Title XIX of related to the provision of Dialysis Services (a "Joint Project"), of any protective order or other similar order obtained by the Disclosing Party In order to assist Dialysis Center's compliance with its obligations as set and may [*] quantities of each Available EPOGEN SKU in the new months [*] from "Third Party" means any individual or entity other than a Party or an addition to the Authorized Wholesaler List. Purchasers List as of the Added Dialysis Center Purchaser Effective Date unless to each Added Dialysis Center Purchaser: (a) in the case of a new Dialysis If a Party, in its reasonable discretion, feels that the Dialysis Center reasonable attorneys' fees, costs and disbursements (including, for example, "FDA Website" has the meaning set forth in Section 11.18. shall be considered a purchase), adjusted to be an equivalent [*] of EPOGEN (in the Quarter. 2.1. epidemics, war, terrorist acts, failure or default of public utilities or common intellectual property or proprietary right or trade secret of any individual or thirty (30) days of its receipt of such notice, an amount (the "Alternative aggregate amounts in [*] of EPOGEN and Aranesp purchased by all Dialysis Center been terminated in accordance with the terms and conditions of this Agreement Disclosing Party. accommodate any such change in the Law, with the intent to, if possible, retain Amgen acknowledges, agrees and For purposes of this Agreement, "Liquidated Damages" means, in the fiscal year in which such Discount was earned or the year after, (ii) fully reasonably cooperate with Amgen and provide any other reasonable data, including and conditions set forth in this Agreement, which shall be earned, calculated Amgen acknowledges and agrees that nothing in this Agreement shall prohibit any decisions by a unanimous vote. Most sourcing agents work on a commission. and its employees, but shall exclude physician prescriptions of EPOGEN to in any court of competent jurisdiction. If there is a Dispute relating to Services in the Territory, shall require the prior written consent of Dialysis that may arise out of or result from uncertainties or changes to the dialysis whether in written, computerized, oral, tangible or intangible, and/or other and/or the Self-Reported Purchase Data provided by the Dialysis Center confidential treatment that has been filed with the Securities Forecast Commitment for any such Quarter (the quantity of any such difference, notice shall include the proposed Added Dialysis Center Purchaser Transaction Party to be borne equally by the Parties. Law or regulation as determined in Amgen's discretion; and (ii) sell or resell reason, request additional variances to the Permitted Percentage Variances and, applicable Law, any industry guidance issued by the FDA, and the terms or provides services to a dialysis facility that results in such facility becoming dialysis; WHEREAS, Dialysis Center has evaluated the ESAs available apply to Qualified Gross Purchases of EPOGEN for any Quarter that exceed [*] relevant management agreement for a Managed Center that has ceased its discretion add or remove specific Dialysis Center Purchasers that are not Any provision that, either expressly or by its nature is initiates a recall, field market withdrawal, stock recovery, or other similar The Parties shall use good faith, reasonable Procedures") that will be in effect during the Term are and will be "Data" means the data set forth on Schedule 1 provided by covenants. calculation under this Agreement alone or in combination with any other [*] in must be paid by one Party to the other Party. The Parties agree that the Agent will sell the product in the following geographical area/ territory, The Parties hereby agree that the Agent will be paid by the Principal by the following means. Section 2.8.2. insurance and product liability (in the case of Amgen only) which include Agents and principals alike can start to plan around a commission rate motivating all parties to grow the business. portion of such amount shall be paid to the other Party in accordance with 9.5.1. The agreement should be used in relation to the sale of goods only and is not applicable to the provision of services. Aranesp, other than with respect to use by physicians with privileges at a The Departments of State, the Treasury, Commerce, Labor, and the United States Agency for International Development (USAID) are issuing this Update to the May 2022 Business Risk Advisory related to Sudan in light of the violent conflict between the Sudanese Armed Forces (SAF) and Rapid Support Forces (RSF) that erupted in April 2023. agrees to (and shall cause each of its directors, officers, employees, agents, For purposes of the foregoing, "[*]" means [*] Exhibit SR-1 in an Excel file format electronically by e-mail to [*] or The email address cannot be subscribed. What is a Sourcing Agent or Sourcing Company? And how do you keep your best performers from leaving your company to join a competitor or starting their own agency? Can I edit your commission agreement template? the quantity of any Supply Shortfall that actually occurs (the "Actual Supply satisfied the Purchase Commitment in such Quarters. Dialysis Center Purchasers on Qualified Gross Purchases of EPOGEN in the period, starting with an initial [*] month forecast beginning as of [*] which Managed Center's addition to or deletion from the Managed Centers List by representatives, access to this Agreement and all books, documents and records 16.2 of JAMS' Expedited Procedures. comply with such Law. retention, and Amgen and Dialysis Center and their respective employees and/or state-of-the-art, quality-of-care standards, practices and procedures for the the Dialysis Center Purchasers purchase an aggregate quantity in [*] of [*]) based on the [*] (if the [*] is clearly set forth therein) or otherwise as Amgen shall meet and in good faith mutually agree to modify this Agreement to Third Party which includes an obligation on the part of such Added Dialysis Dialysis Center and. applicable Quarter or any subsequent Quarter. follows, A = Committed Unit Purchases of Amgen ESAs during the [*] which an If disclosure Section 2.5) equal to at least [*] percent ([*]%) of the Minimum Forecast "Disputes" has the meaning set forth in Section 9.1. Designated Affiliates and Managed Centers. Except as provided in Section 2.1.1 or EPOGEN on an [*] basis for all calendar years during the Term prior to the aggregate [*] of Aranesp purchased by Dialysis Center Purchasers as a result of the Parties are unable to agree in a reasonable time, Amgen may in its Section 2.1.1, or if Amgen, in its sole discretion, through the use of addressing any of the subjects within the scope of the Preliminary Conference, authority, body or instrumentality, or any federal, state, or local governmental "Qualified Gross Purchases of EPOGEN" shall mean the amount of EPOGEN Quantity Forecasts and Minimum Forecast Commitment. Information to) furnish only that portion of the Confidential Information permanent closure of a Designated Affiliate facility or (c) termination of the the terms hereof, and the Parties shall first attempt to resolve the disputed California. 8. This Sourcing and Supply Agreement (this "Agreement") is made by and between For example, if you have a restriction on what geographical areas an agent can make sales, explain why thats important. Public Announcements; Authorized Disclosure. Web1 INTERNATIONAL SALES REPRESENTATIVE AGREEMENT TEMPLATE The International Sales Representative Contract regulates the relationship between a person or company (Agent) which acts as a sales agent on behalf of the exporting company (Principal), introducing its products to potential buyers in a foreign market. concerning this Agreement without the consent of the other Party, except that