Commission Agreement (India)
COMMISSION AGREEMENT
Indian Contract Act 1872 | Income Tax Act 1961 (Section 194H) | CGST Act 2017
This Commission Agreement ("Agreement") is entered into on [Agreement Date] between:
PRINCIPAL: [Principal Name] (PAN: [Principal PAN]), GSTIN: [Principal GSTIN], registered at [Principal Address] (the "Principal"); and
AGENT: [Agent Name] (PAN: [Agent PAN]), GSTIN: [Agent GSTIN], at [Agent Address] (the "Agent").
1. SCOPE OF ENGAGEMENT
1.1 The Principal engages the Agent on a commission basis to perform the following: [Scope Of Work].
1.2 Territory / customer segment: [Territory].
1.3 This Agreement shall commence on [Agreement Date] and continue for [Agreement Term], unless earlier terminated under Clause 7.
1.4 The Agent is an independent contractor and not an employee of the Principal. The Agent has no authority to bind the Principal in any contract without the Principal's express prior written consent.
2. COMMISSION AND TAX
2.1 Commission rate: The Principal shall pay the Agent commission of [Commission Rate].
2.2 Commission trigger: Commission is earned [Commission Trigger].
2.3 Payment: [Commission Payment Terms].
2.4 TDS: The Principal shall deduct TDS at 5% on commission payments where the aggregate commission exceeds ₹15,000 in a financial year, under Section 194H of the Income Tax Act 1961. The Principal shall deposit the TDS and issue Form 16A to the Agent within 15 days of filing Form 26Q.
2.5 GST: Where the Agent is GST-registered, the Agent shall charge GST at 18% on commission invoices and issue compliant tax invoices under the CGST Act 2017. The Principal may claim ITC on GST paid.
2.6 Clawback: [Clawback Period]. Any commission repaid under this provision shall be inclusive of GST previously charged; the Agent shall issue a GST credit note upon repayment.
3. AGENT'S OBLIGATIONS
3.1 The Agent shall: (a) use reasonable skill and diligence in performing the scope of work; (b) act in the Principal's best interests and not make any representations about the Principal's products or services beyond what is authorised; (c) maintain proper records of all introductions, transactions, and commissions; (d) promptly notify the Principal of all customer enquiries, bookings, and completed transactions; and (e) comply with all applicable laws including RERA (if applicable to real estate transactions) and anti-money laundering regulations.
3.2 The Agent shall not receive any commission, rebate, or benefit from customers or third parties in connection with this Agreement without the Principal's prior written consent.
4. CONFIDENTIALITY
4.1 The Agent shall keep confidential all of the Principal's Confidential Information (including pricing, customer data, business strategies, and trade secrets) and shall not disclose it to any third party or use it except in connection with the agreed scope. This obligation survives termination for 3 years.
5. NON-SOLICITATION
5.1 During this Agreement and for 12 months after termination, the Agent shall not directly solicit customers of the Principal with whom the Agent dealt under this Agreement, for the purpose of providing competing services.
6. POST-TERMINATION COMMISSION
6.1 Upon termination of this Agreement, the Agent shall be entitled to commission on transactions where the commission trigger occurred before the date of termination. No commission shall be payable on transactions where the commission trigger occurs after termination.
7. TERMINATION
7.1 Either party may terminate this Agreement without cause by giving [Notice Period] written notice.
7.2 Either party may terminate immediately upon written notice for material breach not remedied within 15 days of notice.
8. GOVERNING LAW AND DISPUTE RESOLUTION
8.1 This Agreement is governed by the laws of India and the laws of the State of [Governing State].
8.2 Any dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act 1996, seated at [Arbitration City]. A sole arbitrator shall be appointed by mutual agreement.
8.3 This Agreement shall be executed on non-judicial stamp paper as required under the Indian Stamp Act 1899 and the applicable state stamp act of [Governing State].
Principal
________________
Signature
Agent
________________
Signature
What Is a Commission Agreement (India)?
A Commission Agreement is a legally binding contract under which a principal agrees to pay a commission to an agent, sales representative, broker, or referral partner in exchange for introducing customers, generating sales, or facilitating transactions in India. In India, commission agreements are governed by the Indian Contract Act 1872, the Income Tax Act 1961 (Section 194H — TDS on commission), and the Central Goods and Services Tax Act 2017 (GST at 18% on commission income).
Commission-based arrangements are widely used in India across real estate brokerage, insurance distribution, financial product distribution, B2B sales, IT product sales, and export trade. The commission agent acts as an intermediary who earns a fee based on performance — typically a percentage of the value of transactions they support — rather than a fixed salary.
The Indian Contract Act 1872 treats commission agents as agents within the meaning of Section 182, and the duties, rights, and liabilities of agents under Sections 182–238 apply to commission agents. However, the commission agreement itself must clearly define the commission structure, the trigger for earning commission, payment timing, clawback provisions, and post-termination rights to avoid disputes.
TDS compliance under Section 194H is a mandatory obligation for principals paying commission exceeding ₹15,000 per year to a resident Indian agent. The commission agreement should document the TDS obligations and the process for deduction, deposit, and Form 16A issuance.
The legal framework governing the Commission Agreement (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a Commission Agreement (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Indian Contract Act, 1872 sets the foundational requirements.
When Do You Need a Commission Agreement (India)?
You need a Commission Agreement when you are engaging a sales agent, broker, referral partner, or independent sales representative on a commission basis — where their remuneration is tied to the sales or transactions they generate rather than a fixed salary.
You need this agreement in real estate transactions, where brokers are engaged to find buyers, sellers, or tenants and are paid a commission on completed transactions. The agreement documents the commission rate, the trigger (exchange of contracts or completion), and any exclusivity arrangement.
You need this agreement in B2B sales, where independent sales representatives or channel partners sell your products or services to corporate customers and are paid a percentage commission on orders placed or revenue received.
You need this agreement in financial services, insurance, and investment product distribution, where intermediaries are paid commission for introducing customers to products — subject to applicable SEBI, IRDAI, or other regulatory requirements.
You also need this agreement for TDS compliance purposes: the commission agreement documents the commission structure and payment terms that determine the TDS deduction obligations under Section 194H, and provides the evidential basis for the principal's TDS returns.
Parties in India should prepare a Commission Agreement (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Commission Agreement (India)
A thorough India Commission Agreement should contain the following key elements.
Parties: Full legal names, addresses, PAN, and GSTIN of the principal and commission agent.
Scope of engagement: The products, services, customers, or territory for which the agent will earn commission, and any exclusivity arrangement.
Commission rate: The commission percentage or fixed amount, the basis for calculation (order value, invoice value, or collected revenue), and whether GST is included or excluded from the commission base.
Commission trigger: The event upon which commission is earned — order placement, order acceptance, delivery, payment receipt, or other defined milestone.
Payment terms: When commission is payable (weekly, monthly, on deal closure, on payment receipt), the currency, and the payment method.
TDS under Section 194H: The principal's obligation to deduct TDS at 5%, deposit it with the Income Tax Department, and issue Form 16A to the agent.
GST: The agent's obligation to charge GST at 18% on commission invoices where GST-registered, and to issue compliant tax invoices.
Clawback: Whether commission is recoverable if the underlying transaction is cancelled, returned, or results in default.
Post-termination commission: Rights to commission on transactions initiated before termination but completed after termination.
Reporting obligations: The agent's obligation to maintain records and report on sales activities and pipeline.
Term and termination: Duration, notice period, and consequences of termination.
Governing law and arbitration: Laws of India and arbitration under the Arbitration and Conciliation Act 1996.
Additional compliance elements for a Commission Agreement (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
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title = {Commission Agreement (India) (India)},
year = {2026},
howpublished = {\url{https://forms-legal.com/india/business/contracts/commission-agreement-india}},
note = {Free legal document template. Based on Indian Contract Act, 1872}
}Also available for these jurisdictions:
Frequently Asked Questions
TDS on commission payments in India is governed by Section 194H of the Income Tax Act 1961, which specifically addresses TDS on commission or brokerage paid to a resident. The key provisions are as follows. Rate: TDS under Section 194H is deductible at 5% on the amount of commission or brokerage paid. The payer (principal or employer) is responsible for deducting TDS at the time of credit of the commission to the account of the payee, or at the time of payment, whichever is earlier. Threshold: TDS under Section 194H is applicable when the aggregate commission or brokerage paid to a recipient in a financial year exceeds ₹15,000. Below this threshold, no TDS is required. Scope: Section 194H applies to 'commission or brokerage', defined as any payment received or receivable, directly or indirectly, by a person acting on behalf of another person for services rendered (not being professional services) or for any services in the course of buying or selling of goods or in relation to any transaction relating to any asset, valuable article, or thing. Exclusions: Section 194H does not apply to insurance commission (covered by Section 194D), commission on securities transactions handled by brokers, and commission paid by BSNL/MTNL to their public call office franchisees. Compliance: The payer must deposit the TDS by the 7th of the month following deduction, file Form 26Q quarterly, and issue Form 16A to the payee within 15 days of filing the quarterly TDS return. The commission recipient can claim credit for TDS deducted in their income tax return.
The question of when commission is earned — and whether commission is payable after termination of the agreement — is one of the most frequently disputed issues in commission agreements in India. Indian law on this point is primarily determined by the terms of the agreement, supplemented by general principles under the Indian Contract Act 1872. Earning of commission: Commission agreements should clearly define the 'commission trigger' — the event upon which commission is earned. Common commission triggers include: (a) on placement of an order by the customer introduced by the agent; (b) on acceptance of the order by the principal; (c) on delivery of goods or performance of services to the customer; or (d) on receipt of payment from the customer. Each trigger has different risk allocation implications — commission earned on order placement may be clawed back if the customer cancels; commission earned on payment receipt protects the principal against bad debts. Post-termination commission: The agreement should expressly address whether commission is payable after termination. Indian courts will apply the terms of the agreement, but where the agreement is silent, courts may imply a right to commission on transactions initiated before termination and completed after termination, based on the principle that the agent should not be deprived of commission earned through their efforts.
Commission income in India is subject to GST at 18% under the Central Goods and Services Tax Act 2017, as it constitutes a supply of 'intermediary services' or 'commission agent services'. The GST treatment depends on whether the commission agent is GST-registered and the nature of the services provided. GST registration: Commission agents whose annual turnover from taxable supplies exceeds ₹20 lakh (₹10 lakh for special category states) must register for GST. Once registered, they must charge GST at 18% on all commission invoices and file regular GSTR-1 and GSTR-3B returns. Invoicing: A GST-registered commission agent must issue a compliant tax invoice (or bill of supply if exempt) for each commission payment, specifying the SAC code (typically 99711 for financial brokerage or 996111 for sales commission services), GSTIN of both parties, taxable value, and GST amount. Input Tax Credit: The principal paying the commission can claim ITC on the GST paid, provided the commission is for use in their business of making taxable supplies. This effectively makes GST on commission a pass-through cost for GST-registered principals. Place of supply: For commission services, the place of supply is typically the location of the recipient (principal), determining whether CGST+SGST (intra-state) or IGST (inter-state) applies.
A Commission Agreement (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Indian Contract Act, 1872 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Commission Agreement (India) does not legally require a lawyer in India, though legal advice is recommended. Under Indian law, the Indian Contract Act 1872 governs agreements. The Companies Act 2013 and Registrar of Companies (ROC) regulate corporate documents. The Information Technology Act 2000 governs electronic contracts and data protection. The Consumer Protection Act 2019 provides consumer rights. The Income Tax Act 1961 requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Indian advocate for significant transactions. Under India law, Indian Contract Act, 1872, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). Forms-legal.com provides this template as a starting point for India-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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