Standard Agreement — Last Updated: August 7, 2026
This Buyer Sourcing Services Agreement (the “Agreement”) is entered into as of [Effective Date] between:
Seung-Ki Kim, of Ontario, Canada
(the “Consultant”)
and
[Full Legal Name of Buyer], a company or person organized or residing under the laws of [Jurisdiction], with its principal address at [Address]
(the “Buyer”)
The Consultant and Buyer are each a “Party” and collectively the “Parties.”
[Product or Commodity]
[Full Legal Name of Supplier]
[Description / Reference / Date of Buyer-Supplier Purchase or Supply Contract]
or
[Currency]
To the Wise or bank account designated separately by the Consultant in writing.
[None / Specify]
These Commercial Terms form part of this Agreement.
The Buyer has engaged the Consultant to source or facilitate the sourcing of the Product or Commodity identified in this Agreement.
The Consultant’s role may include:
The Consultant is compensated for sourcing, introducing, facilitating, negotiating, and developing the commercial opportunity, rather than for selling or supplying the goods himself.
For purposes of this Agreement:
“Buyer” includes the Buyer identified in this Agreement and any parent company, subsidiary, affiliate, related entity, purchasing entity, nominee, intermediary, representative, agent, or other person or entity acting directly or indirectly for or on behalf of the Buyer in connection with a Protected Purchase.
“Protected Supplier” means the Supplier identified in the Commercial Terms and includes any parent company, subsidiary, affiliate, related entity, manufacturing entity, sales entity, distributor, nominee, representative, intermediary, or other person or entity through which substantially the same Supplier relationship is continued.
“Initial Contract” means the initial purchase, supply, or equivalent commercial contract or arrangement entered into between the Buyer and Protected Supplier for the Protected Product, regardless of the duration of that contract or arrangement.
“Protected Product” means the Product or Commodity identified in the Commercial Terms.
It also includes different grades, sizes, packaging, specifications, configurations, SKUs, quantities, forms, or other variations or modifications that do not materially change the underlying product or commodity.
A change in product description, SKU, specification, packaging, grade, purchasing entity, invoicing structure, or other commercial detail does not remove a product from this definition where the underlying product or commodity remains substantially the same.
“Order Value” means the price or value attributable to the Protected Product itself.
Unless expressly agreed otherwise in writing, Order Value excludes ancillary or additional costs such as:
Where such costs are incorporated into a combined price, they will be excluded from Order Value to the extent they are separately identified or reasonably ascertainable.
“Protected Purchase” means:
The Consultant acts as an independent sourcing consultant and commercial intermediary.
Nothing in this Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, or legal agency between the Consultant and Buyer.
The Consultant does not purchase the Protected Product and resell it to the Buyer.
The Buyer purchases directly from the Supplier.
The Consultant does not become a party to the purchase or supply contract between the Buyer and Supplier merely because he sourced the Supplier, participated in negotiations, facilitated communications, or remained involved in the transaction.
The Consultant may communicate and negotiate between the Buyer and Supplier but has no authority to:
The Buyer and Supplier are solely responsible for reviewing, approving, and entering into their final commercial agreements with one another.
This Agreement is non-exclusive.
The Buyer remains free to:
The Consultant remains free to provide sourcing or intermediary services to other businesses.
The Buyer’s freedom to source elsewhere does not permit circumvention of the Consultant in relation to a Protected Supplier and Protected Product covered by this Agreement.
In consideration for the Consultant’s services, the Buyer shall pay the Consultant the Commission specified in the Commercial Terms.
The Commission will be calculated using either a percentage of Order Value or a per-unit amount, as specified in the Commercial Terms.
Where a percentage Commission applies:
Commission = agreed percentage × Order Value.
Where a per-unit Commission applies:
Commission = agreed amount per unit or measurement × quantity purchased.
The applicable unit may include units, kilograms, tonnes, containers, cases, metres, or another agreed measurement.
Unless different payment terms are expressly stated in the Commercial Terms, Commission becomes earned and payable upon delivery of and receipt by the Buyer of the applicable Protected Product.
The Buyer shall pay the corresponding Commission to the Consultant within three (3) business days after such delivery and receipt.
Where an order is delivered in multiple shipments or partial deliveries, Commission will become earned proportionally as each portion of the Protected Product is delivered and received.
The Buyer shall pay each corresponding portion of the Commission within three (3) business days after the applicable delivery and receipt.
The Buyer may not postpone payment of an earned Commission until completion of future orders, resale of the goods, recovery of its investment, or conclusion of another commercial event unless the Consultant expressly agrees otherwise in writing.
Payment shall be made by electronic bank transfer, Wise transfer, telegraphic transfer, or another payment method mutually agreed by the Parties.
Bank or transfer charges imposed in connection with sending the Commission shall be borne by the Buyer so that such charges do not reduce the Commission payable to the Consultant.
The Consultant’s right to Commission is not limited to purchases occurring during the Initial Contract.
After the Initial Contract ends, the Consultant will continue to be entitled to Commission for as long as the Buyer continues purchasing the Protected Product from the Protected Supplier.
This includes:
The Commission rate, percentage, per-unit amount, calculation method, and payment terms stated in this Agreement will continue to apply automatically to those Protected Purchases unless the Consultant and Buyer expressly agree otherwise in writing.
There is no predetermined expiration of the Consultant’s continuing Commission right while qualifying Protected Purchases continue to occur.
The Buyer’s continuing Commission obligation may not be avoided merely by changing the description or specification of the Protected Product.
Commission remains payable where the Buyer purchases a variant of the Protected Product, including a different:
provided that the underlying product or commodity has not materially changed.
After the Initial Contract ends, the Buyer shall promptly inform the Consultant whenever the Buyer makes, places, enters into, or completes a Protected Purchase.
The Buyer shall provide sufficient information for the Consultant to determine the Commission payable.
Upon reasonable request by the Consultant, the Buyer shall provide reasonable supporting documentation sufficient to verify:
Supporting documentation may include relevant purchase orders, invoices, delivery documentation, transaction records, payment records, or equivalent records.
The Buyer may redact information unrelated to calculation or verification of the Consultant’s Commission.
This specific post-Initial-Contract reporting obligation applies after the Initial Contract ends.
The Buyer shall not directly or indirectly circumvent, bypass, avoid, exclude, or attempt to deprive the Consultant of Commission arising from the Buyer-Supplier relationship created, introduced, sourced, developed, or facilitated by the Consultant.
Without limiting this obligation, the Buyer shall not avoid Commission by:
Any transaction that would constitute a Protected Purchase if completed directly remains a Protected Purchase when completed indirectly.
Circumvention does not extinguish or reduce the Commission.
The Consultant remains entitled to the Commission that would have been payable had the transaction been completed without the circumvention.
The Buyer shall pay Commission in full and may not deduct, withhold, offset, or set off amounts allegedly owed by the Consultant against Commission due under this Agreement, except where required by applicable law or expressly agreed by the Consultant in writing.
Where a deduction or withholding is required by law, the Buyer shall provide reasonable documentation identifying the legal basis and amount of that deduction or withholding.
Once a Commission has been earned and paid under this Agreement, it is final and non-refundable.
The Commission is not subject to repayment, reimbursement, deduction, set-off, reversal, or clawback because of any subsequent:
The Consultant’s Commission compensates the Consultant for sourcing, introducing, developing, negotiating, and facilitating the commercial opportunity and relationship.
A subsequent dispute between the Buyer and Supplier does not retroactively eliminate that work.
This section does not prevent correction of an obvious duplicate payment or demonstrable mathematical or payment-processing error.
Any Commission or other monetary amount not paid when due under this Agreement will bear interest at twenty percent (20%) per annum, calculated from the date payment became due until the date it is paid in full, or the maximum lawful rate applicable to the obligation if lower.
Interest accrues without limiting any other remedy available to the Consultant.
The Buyer shall also reimburse reasonable and documented collection costs incurred specifically to recover an undisputed overdue Commission, to the extent permitted by applicable law.
The Consultant may identify, contact, assess, communicate with, and introduce prospective suppliers or manufacturers based on the Buyer’s sourcing requirements.
Where the Consultant performs supplier verification, the Parties acknowledge that such verification is limited to remote video verification.
The purpose of that verification is to have the prospective Supplier demonstrate both:
Remote video verification is not:
The Consultant’s sourcing and remote verification activities do not replace the Buyer’s own due diligence.
Before entering into a transaction, the Buyer is responsible for determining what additional due diligence it considers appropriate.
The Buyer may independently arrange matters such as:
The decision to proceed with a Supplier remains the Buyer’s decision.
The Consultant is not responsible for inspecting, testing, approving, certifying, or accepting the Protected Product.
The Buyer is responsible for deciding whether to arrange:
The Supplier remains responsible to the Buyer for the quality, specifications, conformity, manufacture, packaging, and performance of goods in accordance with the Buyer-Supplier contract.
Unless expressly agreed otherwise in a separate written agreement signed by the Consultant, the Consultant does not arrange, book, operate, control, or assume responsibility for:
The Consultant may remain involved in communications relating to these matters without becoming responsible for performing or controlling them.
The Buyer and Supplier contract directly with one another.
The Consultant is not the seller, reseller, manufacturer, importer, exporter, freight provider, payment processor, or owner of the Protected Product merely because he facilitated the transaction.
The Buyer is responsible for reviewing and approving the terms of its agreement with the Supplier, including matters such as:
The Consultant may participate in negotiations concerning those matters without assuming the Buyer’s contractual obligations or the Supplier’s contractual obligations.
The Consultant does not guarantee the performance of a Supplier.
Without limiting the foregoing, the Consultant does not guarantee:
The Supplier is an independent third party.
The Consultant does not guarantee that every sourcing request will result in:
Commercial conditions, availability, pricing, production capability, regulations, market conditions, and Supplier decisions may change.
The Buyer may provide the Consultant with information or materials reasonably required to perform the sourcing services, including:
The Buyer represents that it has the right and authority to provide those materials to the Consultant and to authorize their use for the sourcing purpose.
The Buyer shall not knowingly provide material that infringes another person’s intellectual property rights, confidentiality rights, contractual restrictions, or other legal rights.
The Buyer acknowledges that sourcing a product ordinarily requires relevant information to be disclosed to potential or selected suppliers and manufacturers.
The Buyer authorizes the Consultant to disclose information, specifications, requirements, drawings, photographs, documents, and other materials supplied by the Buyer to potential or selected suppliers to the extent reasonably necessary to perform the sourcing services.
If particular information must not be disclosed, the Buyer shall clearly identify that restriction to the Consultant before providing or authorizing use of that information.
Where information requires special confidentiality protections or a non-disclosure agreement before disclosure to a Supplier, the Buyer is responsible for informing the Consultant before the sensitive information is shared.
Each Party shall use reasonable care to protect non-public commercial, technical, financial, pricing, sourcing, negotiation, and transaction information received from the other Party and identified as confidential or that a reasonable businessperson would understand to be confidential in the circumstances.
The Consultant may disclose information where reasonably necessary to perform the sourcing services, including disclosure to potential or selected suppliers and manufacturers as contemplated by Section 23.
Confidential information may also be disclosed:
Information is not confidential to the extent that it:
The Buyer is responsible for determining whether the Protected Product may lawfully be purchased, imported, possessed, distributed, resold, installed, or used in the Buyer’s applicable jurisdiction.
Unless expressly agreed otherwise in writing, the Consultant does not provide:
The Buyer is responsible for obtaining appropriate professional advice where necessary.
The Supplier remains responsible for its own manufacturing, export, legal, regulatory, product, and contractual obligations.
The Buyer represents and warrants that:
The Buyer shall indemnify and hold harmless the Consultant from third-party claims, losses, liabilities, damages, and reasonable costs arising directly from:
except to the extent the relevant claim or loss was caused by the Consultant’s fraud, wilful misconduct, or gross negligence.
To the maximum extent permitted by applicable law, the Consultant shall not be liable for indirect, incidental, consequential, exemplary, punitive, or special damages, including:
arising from or relating to the sourcing services or Buyer-Supplier transaction.
The Consultant shall not be liable for the acts, omissions, defaults, insolvency, fraud, misconduct, products, representations, production failures, quality failures, delivery failures, contractual breaches, or other conduct of:
Except for liability that cannot lawfully be limited or excluded, the Consultant’s aggregate liability arising from a particular transaction under this Agreement shall not exceed the total Commission actually received by the Consultant in connection with the specific transaction giving rise to the claim.
Nothing in this Agreement limits liability for the Consultant’s own fraud or wilful misconduct.
This Agreement begins on the Effective Date.
Either Party may discontinue future sourcing activity by providing written notice to the other Party.
Termination or discontinuation of future sourcing activity does not affect rights or obligations relating to:
The Buyer may not terminate this Agreement for the purpose or effect of avoiding Commission relating to a Protected Supplier or commercial opportunity sourced or developed before termination.
Sections concerning Commission, continuing Commission, reporting, non-circumvention, non-refundable Commission, overdue amounts, confidentiality, indemnification, limitation of liability, dispute resolution, and accrued rights survive termination or expiration for as long as necessary to give those provisions effect.
In particular, the Consultant’s continuing Commission rights survive for as long as qualifying Protected Purchases continue.
Neither Party will be liable for delay in performing a non-monetary obligation where performance is prevented by circumstances beyond that Party’s reasonable control.
Force majeure does not excuse or delay the Buyer’s obligation to pay a Commission that has already become due.
Formal notices under this Agreement shall be made in writing and delivered by email, recognized courier, or another written method providing reasonable evidence of delivery.
Notices to the Consultant may be sent to:
Notices to the Buyer shall be sent to:
[Buyer Notice Email]
A Party may change its notice information by written notice to the other Party.
This Agreement and any dispute arising from or relating to it shall be governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles that would require the application of another jurisdiction’s laws.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, breach, validity, enforceability, termination, Commission obligations, continuing Commission rights, or non-circumvention obligations, shall be resolved by final and binding arbitration.
The arbitration shall:
Nothing in this section prevents either Party from seeking urgent interim, injunctive, conservatory, or protective relief from a court of competent jurisdiction where reasonably necessary to prevent circumvention, preserve evidence or assets, maintain the status quo, or protect rights pending arbitration.
Except as otherwise required by law, each Party will normally bear its own legal and professional fees relating to the arbitration.
The Parties will share the arbitrator’s and institutional arbitration costs equally in the first instance, subject to any different allocation the arbitrator determines appropriate because of bad faith, abuse of process, or other exceptional conduct.
The separate obligation concerning reasonable collection costs for undisputed overdue Commission remains unaffected.
A failure or delay by either Party to exercise a right under this Agreement does not waive that right.
A waiver is effective only if made in writing and applies only to the specific matter for which it is given.
Any amendment to this Agreement, including any change to the Commission rate or calculation method, must be agreed to in writing by the Consultant and Buyer.
A later purchase order, invoice, supply contract, renewal, amendment, or other transaction document between the Buyer and Supplier does not amend or override this Agreement unless the Consultant expressly agrees to that amendment in writing.
Neither Party may assign this Agreement primarily for the purpose of avoiding obligations under it.
An assignment, restructuring, merger, acquisition, change of purchasing entity, use of an affiliate, or transfer of the underlying Buyer-Supplier relationship does not extinguish existing Commission or non-circumvention obligations.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified only to the minimum extent necessary to make it enforceable where legally possible.
The remaining provisions will continue in full force and effect.
This Agreement, including the Commercial Terms at the beginning of it, constitutes the entire agreement between the Consultant and Buyer concerning the sourcing services, Commission, and protected Buyer-Supplier relationship described in this Agreement.
It supersedes prior discussions, communications, understandings, or agreements between the Parties concerning the same subject matter, except where the Parties expressly identify another written agreement as remaining in effect.
The Buyer-Supplier purchase or supply agreement remains a separate agreement between the Buyer and Supplier.
This Agreement may be executed electronically and in counterparts.
Electronic signatures, electronically signed copies, and counterparts transmitted electronically will be treated as originals and together constitute one agreement.
By signing below, each Party confirms that it:
Legal Name / Company
Authorized Representative, if applicable
Title
Signature
Date