Commission-Only Sales Agreement: 9 Clauses to Include

Nearly every blow-up between a founder and a commission-only closer starts in the same place, which is that nobody ever wrote down what "closed" means. The closer assumes a signed contract is a closed deal. The founder assumes a deal is closed when the money has cleared and the customer is still around a month later. Both positions are perfectly reasonable, and neither of them is written anywhere, so the first refund turns into an argument about intentions rather than a two-minute lookup.

What follows isn't legal advice, and you should have a lawyer read the final version, particularly if the closer lives in another country. But these nine clauses are the ones that decide whether a disagreement takes five minutes or five weeks, and most of them fit in a sentence or two.

Status, scope and the moment commission is earned

Start by saying plainly that the closer is an independent contractor: no salary, their own hours and tools, their own taxes. That sentence matters more than it looks, because in many places a "contractor" who is told when and where to work, and punished for missing targets, can be reclassified as an employee. In some countries there's a second trap as well. A person who permanently negotiates or concludes sales on your behalf may fall under a specific commercial-agent regime (Germany's § 84 HGB is one example), and those regimes can include compensation when the relationship ends. It's worth one conversation with a lawyer before you pick the structure. Then define what they're allowed to sell. Name the product, the plans or price range, and the market. If they can't discount, write that down; if they can go down to a floor price, write the floor. Closers will discount to close, because that's their job, so yours is to decide how far in advance rather than on a Friday afternoon. The third clause is the one that prevents most disputes, and it's the exact moment a commission is earned. There are really only three options. On signature is fastest for the closer and riskiest for you. On first payment received is the usual middle ground. On full payment, for installment plans, is safest for you and slowest for them. Pick one and write it as a sentence a stranger could apply, for instance "commission is earned when the customer's first payment has cleared in our Stripe account", which leaves nothing to interpret.

The number itself, and when it's paid

Clause four is the commission, with a worked example. State the percentage, state what it's a percentage of (list price or cash actually collected, before or after sales tax), and then give one example with real numbers: "25% of cash collected, excluding sales tax; a customer pays $4,000 upfront, the closer earns $1,000." The example catches misunderstandings that the formula hides. For subscriptions, also say how long the commission recurs, whether that's the first payment, twelve months or the life of the customer. All three are legitimate. Not deciding isn't.

Clause five is payment timing. Which day of the month, which rail (Stripe, bank transfer, PayPal) and which currency.

I'd argue late commissions do more damage to the relationship than low ones do, because a closer who is paid slightly less but always on the fifth will stay far longer than one who is promised more and has to chase you every month.

Refunds, clawbacks and the end of the relationship

Refunds will happen, so decide now what happens to the commission when they do. A reasonable version reads something like this: if a customer is refunded or charges back within a set window after payment, the commission on that payment is reversed, and if it has already been paid it's deducted from the next payout. What keeps that fair rather than predatory is a time limit and a list of named triggers. A clawback with no end date means the closer never really owns their money, and compensation guides such as CaptivateIQ's overview of clawbacks generally recommend keeping the window short and the triggers specific (refund, chargeback, non-payment, rather than "at the company's discretion"). For a monthly SaaS, thirty to sixty days after the first payment is common. Clause seven is the tail period. What happens to deals in progress when you stop working together? Without a tail clause, a closer who is let go on the twenty-eighth loses the commission on the three deals they were about to close, and they'll feel robbed, correctly. A tail of thirty to ninety days, during which they still earn on deals logged before the end date, is standard and cheap. Clause eight is ownership of the customer. The customer belongs to your company, and the closer can't take them elsewhere or sell them a competing product for a defined period. In return you don't go around the closer to sign their prospects yourself and save the commission, which is where a surprising amount of trust dies. We wrote a separate piece on not getting bypassed, because tracked referral links turn attribution into a fact rather than a memory, and that protects both sides. The last clause covers how either side ends it: a short notice period (seven to fourteen days is common for contractors, unless a commercial-agent regime sets its own), what happens to their access to your tools and data, and a line saying the tail clause survives termination.

Keep it to two pages

A good closer agreement fits on two pages. If yours runs to twelve pages of protection for you and nothing for them, strong closers won't sign it, and the ones who do won't read it. Clarity protects both parties far better than length does, and it also makes onboarding the closer a lot calmer, because the money questions are already answered.

On Bounty-Flow, the commission rate is frozen the moment a founder accepts a closer, and high-ticket commissions sit in escrow for seven days before release, so the two clauses people argue about most are handled by the platform. The rest is still worth writing down, and if you're a closer reading this from the other side, our guide on how closers get paid explains the same clauses from your point of view.