Quote from chief_editor on January 18, 2026, 9:51 am

AGENT / COMMISSION AGREEMENT

(Gold Transaction – Trade-Grade Template)

Date: [●] (“Effective Date”)

This Agent / Commission Agreement (“Agreement”) is made between:

1. PARTIES

1.1 PRINCIPAL / SELLER

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

1.2 AGENT / INTRODUCER

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

(Each a “Party”, together the “Parties”.)

---

2. DEFINITIONS AND INTERPRETATION

2.1 “Gold” means physical gold in the form of doré bars and/or refined gold bars (kilobars or other form), meeting the specifications under the Underlying Sale Contract.

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

2.3 “Underlying Transaction” means the sale and purchase of physical Gold between Principal (or its nominated seller) and Buyer pursuant to a definitive sale contract (“Gold SPA”).

2.4 “Commission” means the remuneration payable to Agent under Clause 6.

2.5 “Closing” means receipt by Seller of cleared and irrevocable funds for the first delivery under the Gold SPA.

2.6 “Confidential Information” has the meaning given in Clause 10.

---

3. APPOINTMENT AND NATURE OF ENGAGEMENT

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

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

3.3 No authority: Agent has no authority whatsoever to:
(a) bind Principal;
(b) sign any agreement;
(c) issue offers, price quotations, or delivery commitments;
(d) collect, receive, or handle any funds, gold, or documents of title; or
(e) make representations or warranties on behalf of Principal,
unless expressly authorized in writing for a specific purpose.

3.4 Any exclusivity shall be valid only if expressly agreed in writing, limited to a named Buyer, quantity, origin, destination, and validity period.

---

4. CONDITIONS PRECEDENT (CP) TO COMMISSION ENTITLEMENT

4.1 Agent’s entitlement to any Commission is strictly conditional upon all of the following being satisfied:

(a) written acceptance by Principal of the Buyer introduced by Agent;
(b) execution of a definitive Gold SPA between Seller and Buyer;
(c) Buyer’s full compliance with all KYC / AML / source-of-funds requirements of Seller and Seller’s bank/refinery;
(d) provision by Buyer of all contractual securities (if any), including proof of funds, bank comfort, performance guarantee or LC, in a form acceptable to Seller; and
(e) Closing having occurred.

4.2 Failure of any CP shall result in no Commission being due, and Agent shall have no claim, present or future.

---

5. AGENT OBLIGATIONS (STRICT)

5.1 Agent shall:

(a) introduce Buyer prospects honestly and in good faith;
(b) conduct preliminary KYC screening and disclose all material information known to it;
(c) ensure Buyer understands that all transactions are subject to contract and Seller’s final approval;
(d) not circulate Seller’s identity, mine/refinery details, assay reports, logistics routes, pricing formulas, or banking details without written consent;
(e) not appoint sub-agents, brokers, or finders without Seller’s prior written approval.

5.2 Agent shall immediately notify Principal of any indication of:
fraud, fake gold, document falsification, sanctions exposure, politically exposed persons (PEPs), or abnormal payment structures.

---

6. COMMISSION, BASIS AND PAYMENT

6.1 Commission Structure (choose one):
(a) USD [●] per troy ounce, or
(b) [●]% of the net invoiced value of Gold actually delivered and paid.

6.2 Commission shall be calculated solely on the final assayed and invoiced quantity as per the Gold SPA.

6.3 When payable: Commission becomes due only after Closing and shall be paid within [5] Hong Kong banking days after Seller’s receipt of cleared funds.

6.4 Currency: Commission payable in [USD / EUR / CNH] to Agent’s nominated bank account.

6.5 No advance / no escrow: No Commission shall be payable in advance, escrow, or upon contract signature.

6.6 Agent bears all taxes arising from receipt of Commission.

---

7. NON-CIRCUMVENTION

7.1 Mutual Non-Circumvention Principle

For a period of twenty-four (24) months from the later of the Effective Date or the last 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.

7.2 Circumvention by Agent

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

(a) attempting to deal directly or indirectly with the Seller’s mines, refineries, allocators, producers, logistics providers, financiers or other supply sources introduced or disclosed by the Principal, without the Principal’s 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 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.

7.3 Circumvention by Principal (Limited)

Circumvention by the Principal shall be deemed to occur only where:

(a) the Principal has expressly accepted in writing a Buyer introduced by the Agent; and

(b) the Principal subsequently enters into a transaction with the same Buyer (or its affiliates) for substantially the same Gold, origin and destination during the period specified in Clause 7.1; and

(c) the Principal fails to pay the Commission to the Agent strictly in accordance with Clause 6, provided always that the Conditions Precedent under Clause 4 have been satisfied.

7.4 Remedies

(a) 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 in accordance with Clause 8, without prejudice to any other rights or remedies available under this Agreement or applicable law.

(b) In the event of circumvention by the Principal, the Agent’s sole and exclusive remedy shall be the payment of the Commission that would otherwise have been payable under this Agreement, and the Agent shall have no right to claim any additional damages, injunctive relief, or other remedies.

---

8. BREACH, MISCONDUCT AND LIQUIDATED DAMAGES

8.1 In case of Agent’s breach involving fraud, misrepresentation, unauthorized disclosure, or circumvention:

(a) this Agreement may be terminated immediately;
(b) all Commission rights (accrued or not) shall be forfeited; and
(c) Agent shall pay liquidated damages of USD [●] per breach event.

8.2 Liquidated damages are agreed as a genuine pre-estimate and without prejudice to Principal’s right to claim further losses where permitted by law.

---

9. INDEMNITY

Agent shall indemnify and hold harmless Principal, its affiliates, directors, officers, and employees from all claims, losses, penalties, costs, and expenses (including legal fees) arising from:

(a) Agent’s breach of this Agreement;
(b) inaccurate KYC information;
(c) unauthorized representations;
(d) claims by third-party brokers engaged by Agent.

---

10. CONFIDENTIALITY

10.1 Confidential Information includes all transaction data, pricing, assay reports, refinery details, shipment routes, buyer/seller identities, and banking information.

10.2 Confidentiality obligations survive termination for five (5) years.

---

11. COMPLIANCE – GOLD-SPECIFIC

11.1 Agent represents that it complies with all applicable:

• AML / CFT regulations;

• OECD Due Diligence Guidance for Responsible Supply Chains of Minerals;

• sanctions and export control laws.

11.2 Principal may suspend or terminate this Agreement immediately if compliance risks arise, with no Commission payable.

---

12. TERM AND TERMINATION

12.1 This Agreement shall remain in force for [12] months, unless earlier terminated.

12.2 Principal may terminate immediately for cause or compliance risk.

12.3 Either Party may terminate for convenience on 7 days’ written notice, without creating Commission entitlement unless CP are satisfied.

---

13. LIMITATION OF LIABILITY

Principal shall not be liable for indirect or consequential losses, loss of opportunity, or reputation.
Aggregate liability (if any) shall not exceed Commission actually paid.

---

14. ASSIGNMENT

Agent may not assign without Principal’s consent. Principal may assign to affiliates or nominated sellers.

---

15. GOVERNING LAW AND ARBITRATION

15.1 This Agreement is governed by Hong Kong law.

15.2 Any dispute shall be finally resolved by HKIAC arbitration in Hong Kong, one arbitrator, English language, award final and binding.

---

16. ENTIRE AGREEMENT / COUNTERPARTS

This Agreement constitutes the entire agreement and may be executed in counterparts and by electronic signature.

---

SIGNATURES

For and on behalf of PRINCIPAL / SELLER

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

For and on behalf of AGENT

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