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The Middleman Commission Agreement is a vital commercial contract used when a business wishes to engage an intermediary to facilitate transactions or secure customers in exchange for commission-based compensation. This document is particularly relevant in the Swiss business context, where it must comply with specific provisions of the Swiss Code of Obligations governing brokerage contracts. It's commonly used when companies want to expand their market reach through external agents or representatives without establishing direct employment relationships. The agreement typically covers essential elements such as commission structures, territorial rights, performance expectations, reporting requirements, and compliance with Swiss commercial law. It's especially important in industries where intermediaries play a crucial role in business development and sales, providing legal protection and clarity for both the principal company and the middleman.

1. Parties: Identification and details of the Principal and the Middleman, including full legal names, addresses, and registration details if applicable

2. Background: Context of the agreement, brief description of the Principal's business and the purpose of engaging the Middleman

3. Definitions: Definitions of key terms used throughout the agreement, including 'Services', 'Commission', 'Target Customers', etc.

4. Appointment and Scope: Formal appointment of the Middleman and detailed description of the services to be provided

5. Territory and Exclusivity: Geographic area where the Middleman is authorized to operate and whether the appointment is exclusive or non-exclusive

6. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

7. Payment Terms: Timing of commission payments, invoice requirements, and payment methods

8. Obligations of the Middleman: Specific duties, responsibilities, and performance standards expected from the Middleman

9. Obligations of the Principal: Principal's commitments, including provision of information, support, and materials

10. Intellectual Property: Rights and restrictions regarding the use of trademarks, logos, and other IP

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

13. Post-Termination: Rights and obligations that survive termination, including commission on pending deals

14. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments