Paid commercial engagement agreement

[CONTRACTING_PARTY_LEGAL_NAME], of [CONTRACTING_PARTY_ADDRESS], represented with authority by [BUILDER_LEGAL_NAME] (Builder), engages [COUNTERPART_LEGAL_NAME], of [COUNTERPART_ADDRESS] (Counterpart), for [VENTURE_NAME]. Each confirms capacity and authority to enter this agreement. Counterpart's platform operator is not a party unless expressly named and separately accepts that role.

Counterpart responsibilities and deliverables: [OPERATOR_SCOPE]. Builder commitments, access and product support: [BUILDER_COMMITMENTS]. Record dependencies, expected availability, acceptance criteria and any excluded work in the schedule. No party may make commitments in the other's name without written authority. Material additions require a mutually accepted scope and compensation change before the additional work.

The builder's recorded offer and the counterpart's acceptance must refer to the same completed version, schedules and attachments. An unanswered platform offer expires after 14 days. Work begins on acceptance. The paid trial is [TRIAL_DAYS] days. Continuing after the trial requires a recorded builder proposal and counterpart acceptance; passing a target alone does not extend the engagement.

If continued, the engagement ends no later than [TERM_DAYS] days after acceptance unless ended earlier or replaced by a further accepted agreement. A separately accepted cofounder continuation may remove that fixed expiry while preserving cash terms, as expressly stated in that continuation. No party must perform productive work before agreement on compensation.

Monthly service fee: PHP [MONTHLY_FEE_PHP], prorated for active calendar days in each month. Sales commission: [COMMISSION_RATE_PCT]% of eligible collected revenue. At least one cash component must be positive. Eligible revenue, VAT treatment, exclusions, refunds and chargebacks: [ELIGIBLE_REVENUE]. Attribution, existing customers, split credit, renewals and supporting evidence: [ATTRIBUTION_RULE]. Specify these definitions rather than relying on a weekly total.

Payment is due [PAYMENT_DAYS] days after the relevant collection or fee period ends. Agreed expenses, advance approvals, receipts and reimbursement timing: [EXPENSE_POLICY]. External payment method and recipient details are to be exchanged privately and verified through a trusted channel. Each party handles its applicable tax and invoicing duties; a required withholding must be identified and accompanied by the appropriate supporting certificate. No other deduction or offset is authorized merely by a platform status.

Register sourced deals during the active engagement before collection and preserve evidence of introduction, attribution and receipts. A deal reference identifies the opportunity, not a right to commission on all company revenue. Record allocation among contributors in writing. Each collection reference may support only one claim for the same compensation; several legitimate collections on one deal require distinct evidence.

The builder must provide reasonably necessary collection and attribution information and raise specific objections promptly. Deliberately withholding records or access does not extinguish earned compensation. Fees may be claimed after month-end or departure, and earned claims remain reviewable after the engagement ends. A late administrative claim does not itself waive a valid underlying right, subject to applicable law and the agreed earning conditions.

The parties must investigate a disputed amount, preserve its evidence and pay undisputed sums when due. A dispute does not restart a due date or automatically forfeit compensation. Refunds, corrections and partial settlements require a dated reconciliation identifying the original entry, reason, affected amount and both parties' positions. The current platform does not automatically calculate all such adjustments; use the agreed review process and keep the reconciliation with the record.

The builder makes payment directly outside Counterpart and records an accurate reference. The counterpart confirms receipt only after verifying cleared funds. A screenshot or payment report is not conclusive proof of receipt. An acknowledgment relates to the identified payment and is not a general release of unrelated claims unless a separately agreed settlement expressly says so.

Counterpart provides recordkeeping, not escrow, a payment guarantee or debt collection. Bank fees, foreign-exchange costs and any permitted payment currency variation must be expressly agreed. If the parties settle outside the displayed amount, preserve a reconciliation; do not label the full claim paid when only part was received.

The parties intend a commercial services relationship only to the extent supported by their actual arrangement and applicable law. They must assess control, economic dependence, work practices and other relevant facts. Nothing waives minimum pay, benefits, labor remedies or other mandatory protections if an employment relationship exists. An employment arrangement needs an appropriate employment agreement and payroll compliance.

Each party uses reasonable skill and care, obeys applicable laws, avoids bribery and deceptive claims, and promptly discloses a material conflict that could compromise this engagement or confidential information. The agreement creates no general exclusivity or non-compete. Neither party may use the other's confidential information for a competing purpose.

Protect non-public business, product, customer, pricing, security and financial information received for this engagement. Use it only for the agreed work; restrict access to authorized people who need it and are bound to protect it. Exceptions cover information lawfully public, already known without restriction, independently developed or properly received from another source. Lawful disclosures to advisers or authorities remain possible with appropriate safeguards and notice where permitted.

Use only authorized accounts and the minimum necessary personal data. Do not copy customer lists for unrelated use or put secrets into public repositories, public uploads or external AI tools without authorization. Notify the other party promptly of suspected loss or unauthorized disclosure and cooperate on containment and legally required responses. These obligations survive departure while the information remains protected; trade-secret and statutory duties are not limited by account closure.

Identify pre-existing tools, code, templates and other background IP in [BACKGROUND_IP_SCHEDULE]; they remain with their owner. Third-party and open-source materials remain subject to their licenses and must be disclosed when material to the deliverable. Do not incorporate materials that prevent the agreed use without prior written approval.

For original deliverables specifically created within the agreed scope, the counterpart assigns to the builder the transferable economic rights it owns, effective when the compensation properly attributable to those deliverables is fully paid. This written provision is intended to document that assignment; complete any additional instrument or formality required by law. Until payment, the builder has a limited permission to review the deliverables for the engagement. Agree the compensation allocation and any production-use permission before relying on this clause in a commission-only arrangement.

Any retained background IP embedded in a paid deliverable is licensed on a non-exclusive, perpetual, worldwide, royalty-free basis only as needed to use, maintain and modify that deliverable for the agreed business purpose, subject to disclosed third-party terms. Moral rights and other non-transferable rights remain as required by law. No ownership transfer of unrelated inventions, personal portfolio work or pre-existing materials is implied. A completed signed IP schedule may refine these rules expressly.

Either party may end the engagement by recorded notice, subject to mandatory law and any expressly agreed additional notice obligation. The platform's recorded departure stops new work and new deal registration; it does not adjudicate whether the termination was lawful or discharge a separately owed notice payment. A serious security or legal concern may require immediate suspension of access.

Eligible collections on deals registered before departure remain commissionable for [TAIL_DAYS] days after departure under the same attribution and revenue definitions. There is no automatic lifetime commission or company-wide revenue share. Accrued fees, earned commission, approved expenses and other surviving obligations remain payable even when the trial does not continue.

Provide a reasonable handover of completed work, approved business records and necessary access details through secure channels. Revoke access that is no longer needed. Return or delete unnecessary confidential copies, subject to lawful record retention. Do not hold credentials hostage or erase business records. Identify any unfinished work and final reconciliation in writing.

This agreement grants no shares, options, profit interest or promise of automatic cofounder status. Performance goals guide the work and evaluation; they do not issue ownership. A founder appointment or equity grant requires a separate instrument identifying the legal entity, instrument, units, capitalization basis, vesting, approvals and departure treatment.

The parties must obtain the required company actions and keep signed documents outside the platform with appropriate access controls. A platform grant entry or calculated vested amount is a record, subject to the valid instrument and authoritative company records. Leaving does not by itself cancel validly acquired rights.

Agreed escalation, governing law and competent forum: [DISPUTE_PROCESS]. The parties should exchange the relevant facts and attempt good-faith resolution, while remaining free to seek urgent relief or use mandatory remedies. A Counterpart review can preserve evidence and an administrative outcome; it is not a substitute for the agreed legal forum. No contractual provision here shortens statutory filing periods.

Each party is responsible for its breach and wrongful acts as determined under applicable law. There is no uncapped blanket indemnity, automatic liquidated penalty, general non-compete or forfeiture of earned fees in this template. Any negotiated liability cap or insurance requirement must be separately stated and must preserve non-excludable duties.

The accepted agreement and identified schedules form the parties' agreement for this scope. Specific, mutually signed amendments control their stated subject matter; mandatory law prevails. Changes require both parties' express agreement. Keep the exact text, populated terms, acceptance evidence and amendments. Existing accepted versions must remain intact. Confidentiality, IP rights, accrued payment obligations and necessary dispute provisions survive termination.