Commission / Sales Compensation Agreement - Maryland

COMMISSION / SALES COMPENSATION AGREEMENT

STATE OF MARYLAND

Table of Contents

1. Parties and Recitals
2. Position and Duties
3. Term of Agreement
4. Commission Structure
5. Base Compensation and Commission
6. Payment Timing
7. Draw Against Commission
8. Unearned Commission Adjustments
9. Post-Termination Commission Rights
10. Quota and Performance Standards
11. Territory and Accounts
12. Expenses and Reimbursement
13. Dispute Resolution
14. Termination
15. General Provisions
16. Maryland-Specific Notices
17. Signatures

1. Parties and Recitals

Employer:
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [____________________], MD [__________]
Phone: [________________________________]
Entity Type: [________________________________]

Employee (Sales Representative):
Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [____________________], MD [__________]
Phone: [________________________________]
SSN (Last 4): [____]

Effective Date: [__/__/____]

This Commission / Sales Compensation Agreement ("Agreement") is entered into by and between the Employer and Employee identified above. The parties agree that the Employee's compensation shall be governed by the terms set forth herein, in compliance with the Maryland Wage Payment and Collection Law (MWPCL), Md. Code, Lab. & Empl. § 3-501 et seq.

2. Position and Duties

Job Title: [________________________________]

Primary Responsibilities:

• [________________________________]
• [________________________________]
• [________________________________]

Reporting To: [________________________________]

Work Location: [________________________________]

Employment Status:
☐ Full-time employee
☐ Part-time employee

3. Term of Agreement

This Agreement shall commence on [__/__/____] and shall continue:

☐ Indefinitely (at-will employment) until terminated by either party
☐ For a fixed term ending on [__/__/____], subject to renewal

Maryland is an at-will employment state. Unless a fixed term is specified above, either party may terminate the employment relationship at any time, with or without cause or notice.

4. Commission Structure

Commission Type:
☐ Percentage of gross sales
☐ Percentage of net sales (after returns and allowances)
☐ Percentage of gross profit
☐ Flat fee per sale or unit
☐ Tiered/graduated commission schedule
☐ Other: [________________________________]

Commission Rate(s):

Commission Trigger Event:
☐ Upon execution of the sale or contract
☐ Upon delivery of goods or services
☐ Upon receipt of customer payment
☐ Other: [________________________________]

5. Base Compensation and Commission

Base Salary: $[________] per [☐ hour / ☐ week / ☐ month / ☐ year]

Total Compensation Structure:
☐ Base salary plus commission
☐ Commission only (see Draw provision in Section 7)
☐ Draw against commission (see Section 7)

6. Payment Timing

Commission Payment Schedule:
☐ Each regular pay period (at least every two weeks or twice monthly for covered employees under Md. Code, Lab. & Empl. § 3-502)
☐ Monthly, on or before the [____] day of the following month (only if Employee is an administrative, executive, or professional employee under § 3-502(a)(2))
☐ Other: [________________________________]

Regular Pay Period: [________________________________]

For other employees, pay earned commissions through the regular payroll at least every two weeks or twice monthly; a monthly calculation period does not itself authorize monthly wage payment.

Commissions shall be calculated and paid no later than [____] days after the end of the period in which the commission was earned.

7. Draw Against Commission

☐ This section applies / ☐ This section does not apply

Draw Amount: $[________] per [☐ week / ☐ pay period / ☐ month]

Draw Type:
☐ Recoverable draw (advances offset against future commissions)
☐ Non-recoverable draw (guaranteed minimum, not offset)

Negative Balance: If commissions earned are less than draws paid:
☐ The deficit carries forward to the next period(s)
☐ The deficit is forgiven at the end of each [☐ month / ☐ quarter / ☐ year]
☐ Other: [________________________________]

8. Unearned Commission Adjustments

☐ This section applies / ☐ This section does not apply

Only a commission that has not yet become earned under the selected Section 4 trigger may be adjusted for an event below, if that event was part of the written earning terms before the sale. A previously paid amount may be reconciled only if it was expressly identified as a recoverable advance under Section 7. This section does not reverse an earned commission or itself authorize any wage deduction. A deduction must independently satisfy Md. Code, Lab. & Empl. § 3-503, and all wages due at separation must be paid under § 3-505.

☐ Customer cancels order within [____] days of sale
☐ Customer returns product within [____] days
☐ Customer defaults on payment within [____] days
☐ Other: [________________________________]

Adjustment Review Period: [____] days from the transaction date, subject to the selected earning trigger.

9. Post-Termination Commission Rights

Commissions earned under Section 4 before separation remain payable even if they have not yet been paid. Separation does not forfeit wages due for work performed before termination. For transactions whose selected earning event occurs after separation, the parties choose the following additional commission rights:

☐ A commission on a sale closed before separation if customer payment, the selected earning event, arrives afterward.
☐ A commission on a pending order submitted before separation that reaches the selected earning event within [____] days afterward.
☐ No additional commission for an earning event first occurring after separation, except as stated here: [DETAILS OR NONE].

These choices do not alter a commission already earned before separation or the final-pay requirement of Md. Code, Lab. & Empl. § 3-505(a).

Payment of Final Commissions: All earned commissions shall be paid by the next regularly scheduled payday following termination, in accordance with the MWPCL.

10. Quota and Performance Standards

Sales Quota:
☐ Monthly quota: $[________]
☐ Quarterly quota: $[________]
☐ Annual quota: $[________]

Consequences of Failing to Meet Quota:
☐ Performance improvement plan
☐ Reduced commission rate of [____]%
☐ Reassignment of territory or accounts
☐ Grounds for termination
☐ Other: [________________________________]

11. Territory and Accounts

Assigned Territory: [________________________________]

Account Assignment:
☐ Exclusive territory — Employee is sole representative in the defined area
☐ Non-exclusive territory — Employer may assign additional representatives
☐ Named accounts only (see attached Exhibit A)

Territory Modifications: Employer reserves the right to modify territories with [____] days' written notice.

12. Expenses and Reimbursement

Reimbursable Expenses:
☐ Mileage at IRS standard rate ($[____] per mile)
☐ Travel expenses (airfare, lodging, meals) with prior approval
☐ Client entertainment with prior approval up to $[________] per [☐ month / ☐ quarter]
☐ Office supplies and equipment
☐ Other: [________________________________]

Expense Reporting Deadline: Expenses must be submitted within [____] days of being incurred.

13. Dispute Resolution

In the event of a dispute arising out of or relating to this Agreement:

Step 1 — Internal Resolution: The parties shall attempt to resolve the dispute through good-faith negotiation within [____] business days.

Step 2 — Mediation/Arbitration:
☐ Binding arbitration in [________________________________], Maryland, under the rules of [________________________________]
☐ Mediation before [________________________________]
☐ Litigation in the courts of the State of Maryland, [________________________________] County

14. Termination

By Employer:
☐ At will, with or without cause
☐ For cause, including but not limited to: [________________________________]
☐ With [____] days' written notice

By Employee:
☐ At will, with or without cause
☐ With [____] days' written notice

Effect of Termination: Upon termination, all company property, client lists, and proprietary materials must be returned within [____] business days. Commission payments after termination shall be governed by Section 9.

15. General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.

Amendments: This Agreement may be modified only by written instrument signed by both parties. Commission rate changes require [____] days' advance written notice to Employee.

Severability: If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

Protected Discussions and Proprietary Information: Nothing in this Agreement prohibits an employee from discussing wages, commissions, hours, or working conditions; engaging in protected concerted activity; reporting suspected unlawful conduct; or communicating with a government agency. Employee shall protect nonpublic customer lists, pricing strategy, and other lawfully protectable proprietary sales information, subject to those rights.

16. Maryland-Specific Notices

Wage Definition: Under Md. Code, Lab. & Empl. § 3-501, "wage" includes a bonus, a commission, a fringe benefit, overtime wages, or any other remuneration promised for service. Commissions are fully protected wages under Maryland law.

Payment Frequency: Under Md. Code, Lab. & Empl. § 3-502, covered employees generally must be paid at least once every two weeks or twice each month on regular pay periods, subject to the statute's exception for administrative, executive, or professional employees.

Post-Termination Commissions: Maryland courts have voided "employed-on-date-of-payment" clauses, holding that once an employee has completed the services generating a commission and the sale is finalized, the commission is owed regardless of whether the employee remains employed at the time of payment.

Advance Adjustments: Identify an advance and its earning conditions in writing before payment. Customer returns or defaults do not automatically reverse earned commissions, and any wage deduction must independently meet § 3-503.

Unpaid-Wage Remedies: Under Md. Code, Lab. & Empl. § 3-507.2(b), if a court finds that an employer unlawfully withheld wages and the withholding was not due to a bona fide dispute, the court may award up to three times the unpaid wages, reasonable counsel fees, and costs. The enhanced award is discretionary.

Deductions: Under Md. Code, Lab. & Empl. § 3-503, a wage deduction must be court-ordered, expressly authorized in writing by the employee, allowed by the Commissioner for full consideration, or otherwise authorized by law or government rule.

17. Signatures

By signing below, the parties acknowledge that they have read, understand, and agree to the terms and conditions of this Agreement.

EMPLOYER:

Signature: ______________________________ Date: [__/__/____]
Printed Name: [________________________________]
Title: [________________________________]

EMPLOYEE:

Signature: ______________________________ Date: [__/__/____]
Printed Name: [________________________________]

ACKNOWLEDGMENT OF RECEIPT

☐ Employee acknowledges receipt of a signed copy of this Agreement on [__/__/____].

Sources and References:

• Maryland Wage Payment and Collection Law: https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-501
• Md. Code, Lab. & Empl. § 3-502: https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-502
• Md. Code, Lab. & Empl. § 3-503: https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-503
• Md. Code, Lab. & Empl. § 3-505: https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-505
• Maryland Division of Labor — Commissions: https://www.dllr.state.md.us/labor/wagepay/wpcommissions.shtml
• Maryland Guide to Wage Payment: https://labor.maryland.gov/labor/wagepay/