Quote from chief_editor on January 18, 2026, 9:58 am

This Agent / Commission Agreement (“Agreement”) is made on [●] (“Effective Date”)

BETWEEN:

PRINCIPAL / SELLER
Company Name: [●]
Registered Address: [●]
Company Registration No.: [●]
Authorized Representative: [●]
Title: [●]

AND

AGENT / INTRODUCER
Company Name: [●]
Registered Address: [●]
Company Registration No.: [●]
Authorized Representative: [●]
Title: [●]

(each a “Party” and together the “Parties”).

1. DEFINITIONS AND INTERPRETATION

1.1 “Product” means agricultural commodities including, without limitation, grains, oilseeds, sugar, rice, corn, wheat, barley, soybeans, rapeseed, sunflower products, cotton, or other agricultural products agreed under the Underlying Transaction.

1.2 “Buyer” means any purchaser introduced by the Agent and expressly accepted in writing by the Principal.

1.3 “Underlying Transaction” means the sale and purchase of the Product between the Principal (or its nominated selling entity) and the Buyer pursuant to a definitive sale and purchase agreement.

1.4 “Commission” means the remuneration payable to the Agent pursuant to Clause 5.

1.5 “Closing” means receipt by the Seller of cleared, unconditional and irrevocable funds in its nominated bank account for the first shipment or delivery under the Underlying Transaction.

1.6 Headings are for convenience only and shall not affect interpretation.

2. APPOINTMENT AND NATURE OF ENGAGEMENT

2.1 The Principal hereby appoints the Agent on a non-exclusive, non-transferable basis to introduce potential buyers for the Underlying Transaction.

2.2 The Agent acts strictly as an independent introducer only and shall not be deemed to be a partner, joint venturer, employee or fiduciary of the Principal.

2.3 The Agent shall have no authority to bind the Principal, execute contracts, issue offers, agree prices, delivery periods, shipment schedules, or collect funds or documents, unless expressly authorized in writing for a specific purpose.

3. CONDITIONS PRECEDENT TO COMMISSION ENTITLEMENT

3.1 The Agent’s entitlement to any Commission is strictly subject to the satisfaction of all of the following conditions precedent:

(a) the Buyer introduced by the Agent being accepted in writing by the Principal;
(b) execution of a definitive sale and purchase agreement between the Seller and the Buyer for the Product;
(c) the Buyer having complied with all KYC, AML, sanctions, and trade compliance requirements of the Seller and Seller’s bank;
(d) the Buyer having provided all contractual payment instruments, securities or guarantees required under the Underlying Transaction (including, where applicable, letter of credit or advance payment); and
(e) Closing having occurred.

3.2 If any condition precedent is not satisfied, no Commission shall be due or payable and the Agent shall have no claim whatsoever.

4. AGENT OBLIGATIONS

4.1 The Agent shall:

(a) act honestly and in good faith in introducing potential Buyers;
(b) disclose all material information known to it regarding the Buyer, including ownership, trading background and payment capability;
(c) clearly inform the Buyer that all transactions are subject to contract and Seller’s final approval;
(d) not disclose or circulate Seller’s identity, origin of goods, farms, elevators, silos, storage facilities, ports, terminals, inspection results, pricing structures or banking details without prior written consent;
(e) not appoint sub-agents, brokers or intermediaries without the Principal’s prior written approval.

4.2 The Agent shall immediately notify the Principal of any suspected fraud, quality manipulation, origin misrepresentation, sanctions exposure, abnormal payment arrangements or regulatory risks.

5. COMMISSION, BASIS AND PAYMENT

5.1 Commission shall be payable as follows (select one):

(a) USD [●] per metric ton of Product actually delivered and paid; or
(b) [●]% of the net invoiced value of Product actually delivered and paid.

5.2 Commission shall be calculated solely on the final invoiced quantity and price as determined under the Underlying Transaction, including any quality adjustments, discounts or premiums applied.

5.3 Commission shall become due only after Closing and shall be paid within [5] banking days following receipt by the Seller of cleared funds.

5.4 Commission shall be paid in [USD/EUR/CNH] to the Agent’s nominated bank account.

5.5 No advance, escrow or partial Commission shall be payable.

5.6 The Agent shall be solely responsible for any taxes arising from receipt of Commission.

6. NON-CIRCUMVENTION

6.1 For a period of twenty-four (24) months from the later of the Effective Date or the last shipment or delivery under the Underlying Transaction, neither Party shall intentionally circumvent the other in connection with the Underlying Transaction, the Buyer, the Seller, or any related parties introduced by the other Party pursuant to this Agreement.

6.2 For the avoidance of doubt, circumvention by the Agent shall include, without limitation:

(a) attempting to deal directly or indirectly with the Seller’s producers, farmers, cooperatives, aggregators, grain elevators, storage operators, inspection companies, logistics providers, shipping lines or financiers introduced or disclosed by the Principal without prior written consent;

(b) introducing the Buyer or any of the Buyer’s affiliates to the Seller’s supply sources or commercial counterparties without authorization;

(c) structuring parallel, substitute, mirror or back-to-back transactions, whether directly or through third parties, with the intent or effect of depriving the Principal of the commercial benefit of the Underlying Transaction, including by altering origin, grade, delivery period, destination or pricing structure.

6.3 Circumvention by the Principal shall be deemed to occur only where the Principal has accepted a Buyer in writing and subsequently enters into a transaction with the same Buyer (or its affiliates) for substantially the same Product, origin, delivery period and destination during the period specified in Clause 6.1 without paying the Commission in accordance with Clause 5, provided that all conditions precedent under Clause 3 have been satisfied.

6.4 In the event of circumvention by the Agent, the Principal shall be entitled to immediate termination of this Agreement, forfeiture of any Commission (whether accrued or not) and liquidated damages as set out in Clause 7.

6.5 In the event of circumvention by the Principal, the Agent’s sole and exclusive remedy shall be payment of the Commission that would otherwise have been payable, and the Agent shall have no right to claim additional damages or injunctive relief.

7. BREACH AND LIQUIDATED DAMAGES

7.1 In the event of breach by the Agent involving misrepresentation, unauthorized disclosure, circumvention, quality fraud or misconduct, the Principal may terminate this Agreement immediately.

7.2 The Agent shall pay liquidated damages of USD [●] per breach event, acknowledging that actual damages would be difficult to quantify.

7.3 Liquidated damages shall be without prejudice to the Principal’s right to claim further losses where permitted by law.

8. INDEMNITY

The Agent shall indemnify and hold harmless the Principal and its affiliates against all claims, losses, liabilities, penalties, costs and expenses (including legal fees) arising out of the Agent’s breach, misconduct, misrepresentation, compliance failures or claims by third-party intermediaries engaged by the Agent.

9. CONFIDENTIALITY

All commercial, contractual, pricing, quality, origin, logistics and transactional information relating to the Underlying Transaction shall be treated as strictly confidential and shall not be disclosed without prior written consent except as required by law or to professional advisers. Confidentiality obligations shall survive termination for five (5) years.

10. COMPLIANCE

The Agent represents and warrants compliance with all applicable sanctions, AML/CFT, anti-bribery, anti-corruption and agricultural trade regulations. The Principal may suspend or terminate this Agreement immediately if compliance concerns arise, with no Commission payable.

11. TERM AND TERMINATION

This Agreement shall remain in force for twelve (12) months unless earlier terminated. Either Party may terminate on seven (7) days’ written notice. Termination shall not create any Commission entitlement unless the conditions precedent have been satisfied.

12. LIMITATION OF LIABILITY

The Principal shall not be liable for indirect or consequential losses. Any liability of the Principal shall not exceed Commission actually paid under this Agreement.

13. ASSIGNMENT

The Agent may not assign this Agreement without prior written consent. The Principal may assign to affiliates or nominated selling entities.

14. GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by the laws of Hong Kong. Any dispute shall be finally resolved by arbitration under HKIAC Rules in Hong Kong by one arbitrator. The language shall be English and the award shall be final and binding.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or understandings.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For and on behalf of the PRINCIPAL

Name: ____________________
Title: ____________________
Signature: _______________
Date: ____________________

For and on behalf of the AGENT

Name: ____________________
Title: ____________________
Signature: _______________
Date: ____________________