Standard Agreement — Last Updated: August 7, 2026
This Supplier Commission Agreement (the “Agreement”) is entered into as of [Effective Date] between:
Seung-Ki Kim, of Ontario, Canada
(the “Consultant”)
and
[Full Legal Name of Supplier], a company organized under the laws of [Jurisdiction], with its principal address at [Address]
(the “Supplier”)
The Consultant and Supplier are each a “Party” and collectively the “Parties.”
[Full Legal Name of Buyer]
[Product or Commodity]
[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.
These Commercial Terms form part of this Agreement.
The Consultant has introduced, sourced, connected, or otherwise facilitated the commercial relationship between the Supplier and the Buyer in connection with the Product or Commodity identified above.
The Supplier wishes to compensate the Consultant for that work in accordance with this Agreement.
The Parties acknowledge that the Consultant’s role may include identifying and locating suppliers, introducing the Buyer and Supplier, opening and maintaining communications between them, facilitating the exchange of commercial information, participating in negotiations, helping the Parties work toward mutually acceptable commercial terms, and remaining involved in communications throughout the transaction.
For purposes of this Agreement:
“Buyer” means the Buyer identified in the Commercial Terms and includes any parent company, subsidiary, affiliate, related entity, nominee, intermediary, purchasing entity, agent, representative, or other person or entity acting directly or indirectly for or on behalf of that Buyer in connection with a Protected Purchase.
References to the Supplier include the Supplier identified in this Agreement and any parent company, subsidiary, affiliate, related entity, nominee, distributor, intermediary, manufacturing entity, sales entity, or other person or entity used by or acting directly or indirectly for the Supplier in connection with a Protected Purchase.
“Initial Contract” means the initial purchase, supply, or equivalent commercial contract or arrangement entered into between the Buyer and Supplier for the Product or Commodity identified in this Agreement, 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 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 freight, shipping, transportation, insurance, customs charges, duties, taxes, inspection costs, testing costs, storage, warehousing, banking charges, financing costs, and similar extra costs.
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 the Supplier.
The Consultant is not an employee or representative of the Supplier.
The Consultant has no authority to bind the Supplier or Buyer, accept contractual terms on either Party’s behalf, place purchase orders on their behalf, execute a purchase or supply agreement for them, make warranties on their behalf, or otherwise commit either the Buyer or Supplier to a transaction.
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 Supplier remains free to conduct business with other buyers, intermediaries, sourcing consultants, brokers, and other parties.
The Consultant remains free to provide sourcing and commercial intermediary services to other persons and businesses.
Nothing in this section limits the Consultant’s rights concerning the Buyer, Protected Product, Protected Purchases, continuing commissions, or non-circumvention obligations established by this Agreement.
In consideration for the Consultant’s services and introduction or facilitation of the Buyer-Supplier relationship, the Supplier shall pay the Consultant the Commission specified in the Commercial Terms.
The Commission will be calculated using either:
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 stated in the Commercial Terms.
The Supplier shall pay the Consultant’s Commission by telegraphic transfer, electronic bank transfer, Wise transfer, or another mutually agreed electronic payment method to the account designated by the Consultant.
The Supplier shall make payment within three (3) business days after receiving each payment from the Buyer.
If the Buyer pays the Supplier in instalments, partial payments, milestone payments, deposits, progress payments, or any other multiple-payment arrangement, the Supplier shall pay the Consultant the corresponding proportion of the Commission within three (3) business days after each Buyer payment is received.
The Supplier may not postpone payment of the Consultant’s corresponding Commission until the Buyer has paid the full purchase price.
Bank or transfer charges imposed in connection with sending the Commission shall be borne by the Supplier so that such charges do not reduce the Commission payable to the Consultant.
The Consultant’s right to Commission is not limited to purchases made 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 Supplier.
This applies to repeat orders, renewals, extensions, replacement supply arrangements, new purchase orders, new supply contracts, spot purchases, recurring purchases, and any other subsequent Protected Purchase.
The same 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 Supplier 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 Supplier’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 grade, size, packaging format, configuration, specification, SKU, quantity, form, or similar variation, provided that the underlying product or commodity has not materially changed.
After the Initial Contract ends, the Supplier shall promptly inform the Consultant of any Protected Purchase made by the Buyer.
The Supplier shall also inform the Consultant when it receives payment relating to such Protected Purchase so that the corresponding Commission can be calculated and paid.
Upon reasonable request by the Consultant, the Supplier shall provide reasonable supporting documentation sufficient to verify:
Supporting documentation may include relevant purchase orders, commercial invoices, payment confirmations, transaction records, or equivalent records.
The Supplier may redact information unrelated to calculation or verification of the Consultant’s Commission.
The Supplier 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 the generality of this obligation, the Supplier shall not avoid Commission by:
Any transaction that would constitute a Protected Purchase if completed directly between the named Buyer and named Supplier 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 Supplier 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 Supplier shall provide the Consultant with reasonable documentation identifying the legal basis and amount of the deduction or withholding.
Once a Commission has been earned and paid in accordance with 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 creating, introducing, developing, negotiating, or facilitating the commercial opportunity and relationship and is independent of subsequent disputes between the Buyer and Supplier.
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 Supplier shall also reimburse reasonable and documented collection costs incurred specifically to recover an undisputed overdue Commission, to the extent permitted by applicable law.
Where the Consultant performs supplier verification in connection with the transaction, the Parties acknowledge that such verification is limited to remote video verification.
The purpose of the video verification is to have the Supplier demonstrate both:
The Supplier shall provide truthful and non-misleading information during any such verification.
The Supplier shall not knowingly display goods, premises, machinery, facilities, inventory, production capability, documentation, personnel, or other information in a manner intended to create a false or misleading impression regarding the Supplier’s possession of the product or its ability to produce or supply the required quantity.
Remote video verification is not:
The Consultant facilitates the commercial relationship but does not guarantee either Party’s performance.
The Consultant does not guarantee:
The Buyer and Supplier enter into their commercial relationship at their own discretion and risk.
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 such matters without assuming responsibility for performing or controlling them.
The Consultant is not responsible for inspecting, testing, approving, certifying, or accepting the Protected Product.
The Buyer is responsible for determining what inspection, sampling, testing, laboratory analysis, pre-shipment inspection, third-party quality control, certification verification, or other product assurance it requires.
The Supplier remains responsible for the quality, specifications, conformity, production, packaging, and performance of the goods it supplies in accordance with its agreement with the Buyer.
The Supplier is responsible for its own compliance with laws, regulations, licensing requirements, export requirements, manufacturing requirements, sanctions requirements, product standards, and other legal obligations applicable to its activities and the goods it supplies.
The Buyer is responsible for its own import requirements, licensing, customs obligations, regulatory requirements, product-use requirements, and other obligations applicable to it.
The Consultant does not provide legal, customs, tax, regulatory, engineering, certification, inspection, or compliance advice unless expressly agreed otherwise in writing.
The Supplier represents and warrants that:
Each Party shall use reasonable care to protect non-public commercial, technical, financial, pricing, buyer, supplier, 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.
Confidential information may be disclosed:
Information is not confidential to the extent that it:
The Supplier shall indemnify and hold harmless the Consultant from third-party claims, losses, liabilities, damages, and reasonable costs arising directly from:
except to the extent such 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 loss of profit, loss of opportunity, loss of production, loss of contracts, loss of goodwill, or business interruption arising from or relating to the Buyer-Supplier transaction.
The Consultant shall not be liable for acts, omissions, defaults, insolvency, fraud, misconduct, products, representations, delivery failures, payment failures, or contractual breaches of the Buyer, Supplier, carriers, inspectors, laboratories, banks, freight providers, customs brokers, or other independent third parties.
Except for liability that cannot lawfully be limited or excluded, the Consultant’s aggregate liability arising from this Agreement shall not exceed the total Commission actually received by the Consultant under 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 any rights or obligations relating to:
The Supplier may not terminate this Agreement for the purpose or effect of avoiding Commission on a relationship, opportunity, Buyer, or Protected Product introduced 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 any accrued rights will survive termination or expiration of this Agreement 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 Supplier’s obligation to pay Commission on Buyer funds that the Supplier has already received.
Formal notices under this Agreement shall be made in writing and delivered by email, recognized courier, or another written method that provides reasonable evidence of delivery.
Notices to the Consultant may be sent to:
Notices to the Supplier shall be sent to:
[Supplier 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 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 to reimburse reasonable collection costs for undisputed overdue Commission under Section 13 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 Supplier.
A later Buyer-Supplier purchase order, invoice, supply contract, renewal, or other transaction document does not amend or override this Agreement unless the Consultant expressly agrees in writing to that amendment.
Neither Party may assign this Agreement primarily for the purpose of avoiding its obligations under it.
An assignment, restructuring, merger, change of invoicing entity, use of an affiliate, or transfer of the underlying Buyer-Supplier business 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 Supplier concerning the Consultant’s Commission and the 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 Company Name
Authorized Representative
Title
Signature
Date