COMMISSION AGREEMENT

Parties:

• CLUB10MPLUS LIMITED a company registered in England with company number 13234055 and whose registered office address is 142 Cromwell Road, London, England, SW7 4EF (“Club10m+”); and
• NAME, of address (the “Company”).

Background:

• Club10m+ owns and operates a private members club (the “Club”).
• The Company may be introduced to members of the Club or contacts of Club10m+ which may result in the Company entering into Relevant Transactions.
• The Company agrees that it will compensate Club10m+ in respect of Relevant Transactions by paying the Commission Fees set out in this agreement.

Agreed terms

1. Interpretation

The following definitions apply in this agreement:

Associated Entity:                             means any parent, subsidiary or other group company of the relevant party or any company with the same common ownership.

Commencement Date:                      means the date of this agreement.

Commission Fee:                               means 3% (three percent) of the share Transaction Value.

Independent Expert:                        means an independent accountant chosen by agreement of the parties, and if no agreement can be reached, chosen by the President of the Chartered Accountants of England and Wales.

Prospective Partner:                         any person, firm or other legal entity who is introduced to the Company by Club10m+ with regard to their potential participation in a Relevant Transaction.

Relevant Transaction:                      means a transaction of any nature including (without limitation) entering into an employment or contractor relationship, a partnership, joint venture, investment agreement, sale or purchase of property assets or shares, or sponsorship arrangements.

Term:                                                 means the term of this agreement, as set out in clause 5.1.

Transaction Value                            means the value passing under the Relevant Transaction, which shall be determined as set out in clause 3.3.

2. Transaction facilitation

2.1                Club10m+ may, at its discretion, during the term of this agreement introduce the Company to Prospective Partners, but shall not be under any obligation to do so for the purposes of this agreement.

2.2                Club10m+ may, at its discretion, provide advice or assistance to the Company to facilitate the development and consummation of a Relevant Transaction, but shall not be obligated to do so for the purposes of this agreement.

2.3                For the avoidance of doubt, Club10m+ shall have no power or authority to make any representation or warranty or enter into any agreement on behalf of the Company or any Prospective Partner or to agree any terms of any arrangement or agreement between the parties.

2.4                All Relevant Transactions shall be agreed solely between the parties and each party shall take its own legal, accounting and any other relevant professional advice before entering into a Relevant Transaction.

3. Commission Fees

3.1                In consideration of the services provided by Club10m+, the Company agrees to pay to Club10m+ the Relevant Percentage of any Transaction Value which is the subject of a Relevant Transaction.

3.2                The Company shall pay the Relevant Percentage within thirty (30) days of the signing of a Relevant Transaction and within thirty (30) days of the receipt of any Transaction Value by any party under a Relevant Transaction, or as specified under the examples given in Schedule 1.

3.3                The Transaction Value shall be calculated as the total value passing from one party to the other under the terms of the Relevant Transaction, as indicated by the non-exhaustive examples given in Schedule 1. In the event of a dispute as to the Transaction Value, the Company shall provide full disclosure of all transaction documents and the Transaction Value shall be certified by an Independent Expert, whose decision shall be final and binding on the parties.

3.4                The Company agrees that the Commission Fees set out in this agreement shall apply to any Relevant Transaction which is entered into by the Company and the Prospective Partner directly, or indirectly, including where any Associated Entity of either the Company or the Prospective Party enters into a Relevant Transaction.

3.5                The Company agrees to promptly provide full information to Club10m+ regarding the details of any prospective or concluded Relevant Transaction, including a copy of the Relevant Transaction documents (subject to Club10m+ first entering into a suitable NDA) to allow Club10m+ to monitor potential Relevant Transactions and to confirm the fulfilment by the Company of the terms of this agreement.  

4.  Confidentiality

4.1                Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or any Prospective Partner introduced by it, except as permitted by clause 4.2.

4.2                Each party may disclose the other party’s confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 4 or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4.3                No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

5. Commencement and duration

5.1       Subject to clause 5.2, this agreement shall commence on the Commencement Date and shall continue for the duration of the Club membership of the Company (the “Term”). 

5.2       The agreement may be terminated immediately by either party by written notice on breach of the Agreement by the other party.

5.2                Following termination of this agreement, the provisions of this agreement shall continue to apply to any Relevant Transaction which is concluded with a Prospective Partner (or an Associated Entity) who was introduced by Club10m+ to the Company prior to the termination date.

6. No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 

7. Assignment

A party may not assign its rights or obligations under this Agreement without the prior written consent of the other party. 

8. Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

9. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

11. Governing law and jurisdiction

This agreement and any dispute arising out of or in connection with it shall be governed by the laws of the England and the exclusive jurisdiction of the English courts.

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1

Examples of Relevant Transactions and Commission Fees due