Sales Commission Plan — Schedule A

Document ID: WBL-CTR-SCP-[ID]-v1.0 Effective Date: [DATE] Representative: [LEGAL NAME] Attached to Agreement: WBL-CTR-SRA-[ID]-v1.0 (Sales Representative Agreement) Version: 1.0

This document is Schedule A to the Independent Sales Representative Agreement. It defines commission rates, calculation, payout triggers, clawback rules, and bonus structures. Both parties must initial each page and sign below.

1. Commission Structure

1.1 Standard Commission Rate

"Net project value": The amount invoiced to and collected from the client, excluding: applicable taxes (HST, VAT, etc.), third-party costs passed through (e.g., stock images, domain registrations, ad spend), and approved expense reimbursements.

Example calculation: Client signs a $10,000 web design contract. Rep commission at [X]% = $[X]. If the contract also includes $500 in third-party tool costs passed through to the client, commission is calculated on $9,500.

1.2 Tiered Performance Bonuses

Additional bonus commissions are earned when the Representative reaches cumulative closed revenue thresholds within a rolling 12-month period:

How tiers work: Bonuses apply to revenue above each threshold. They do not retroactively increase commissions on revenue already counted in a lower tier.

Example: Standard rate is 10%. Threshold at $50,000 unlocks a +2% bonus on revenue above $50,000. If the rep closes $60,000 in the 12-month period, they earn 10% on the first $50,000 ($5,000) + 12% on the next $10,000 ($1,200) = $6,200 total.

1.3 Recurring Commission on Retainers and Hosting

For clients who sign ongoing maintenance plans or managed hosting agreements, the Representative earns a recurring monthly commission as long as: (a) The client remains active (not cancelled or paused) (b) The Representative's agreement with the Company is in force (c) The Representative was the procuring cause of that client's initial engagement

Recurring commission rate: [X]% per month on the monthly retainer/hosting fee collected from the client.

Recurring commission cap: Recurring commissions continue for a maximum of [24] months per client from the date of the client's first invoice. After [24] months, recurring commissions cease unless otherwise agreed in writing.

After termination of this Agreement: Recurring commissions on existing clients continue for [3] months post-termination (unless termination is for cause), then cease.

2. Commission Trigger — When Commission Becomes Earned

2.1 Project-Based Services (Web, Branding, AI)

Key principle: Commission is only earned on collected payments. If a client pays in installments, commissions are paid in installments matching the payment schedule.

2.2 Recurring Services (Maintenance, Hosting)

Commission is earned monthly as the client's monthly invoice is collected by the Company.

2.3 Enterprise Projects

Enterprise projects (defined as contracts above $[AMOUNT]) are treated as milestone-based:

• [25]% of commission when engagement is signed and deposit collected
• [50]% of commission when mid-project milestone payment is collected
• [25]% of commission when final payment is collected

3. Payout Schedule

Minimum payout threshold: Commissions below [AMOUNT] in any given month are carried forward and paid in the next month when the accumulated amount reaches the threshold.

Payment method: [Bank transfer / PayPal / Wise / other] to the account designated by the Representative.

Currency: All commissions are paid in [USD / EUR / CAD] unless otherwise agreed. If the underlying client contract is in a different currency, the commission is converted at the mid-market rate (e.g., XE.com) on the date the Company receives the client payment.

4. Clawback Provisions

4.1 Client Non-Payment

If a client fails to pay an invoice, the commission triggered by that invoice is not owed. If the commission has already been paid to the Representative:

• The Company will notify the Representative of the non-payment
• The Representative must repay the commission within [30] days of notification; or
• The Company may deduct the amount from future commission payments

Client dispute exception: If the non-payment is due to a Company error (incorrect invoice, delivery failure, or unilateral Company action), the clawback does not apply.

4.2 Client Cancellation

If a client cancels a project before all milestones are complete:

• Commission is owed only on milestones already invoiced and collected
• Commission paid on uncollected milestones is subject to clawback

4.3 Fraudulent or Misrepresented Leads

If it is determined that the Representative obtained a client through misrepresentation, false promises, or unethical conduct:

• All commissions paid for that client are subject to full clawback
• The Company may terminate this Agreement for cause

4.4 Dispute Process

If the Representative disputes a clawback, they must notify the Company in writing within [15] days of receiving clawback notice. The parties will resolve disputes per the dispute resolution process in the Sales Representative Agreement.

5. Commissions After Termination

6. Splits and Adjustments

6.1 Approved Discounts

If the Account Director approves a discount on a client proposal, the commission is calculated on the discounted net value, not the list price.

6.2 Co-Managed Leads

If the Company's internal team was involved in closing a deal alongside the Representative, no commission reduction applies unless the Representative and Account Director agreed a split in advance in writing.

6.3 Currency Fluctuation

The Company is not responsible for exchange rate movements between the date a commission is earned and the date it is paid. Commissions are converted at the rate applicable on the collection date.

7. Commission Dispute Process

1. Representative reviews their monthly commission statement within [10] days of receipt
2. If a discrepancy is identified, Representative notifies the Company in writing specifying the disputed amount and reason
3. Company reviews and responds within [10] business days
4. If unresolved, parties escalate to the dispute resolution process in the Sales Representative Agreement
5. Undisputed portions are paid on schedule regardless of the dispute

The Representative has the right to audit commission calculations once per year upon [14] days' written notice. The Company will provide reasonable access to relevant transaction records.

8. Representative Information for Payroll / Finance

To be completed by the Representative before first payment:

9. Sample Scenarios

These examples are illustrative only. Actual rates must be filled in above.

Scenario A — Single Web Design Project

• Contract value: $8,000 (50% deposit, 50% on completion)
• Commission rate: 10%
• Commission on deposit ($4,000 collected): $400 paid within 30 days
• Commission on final ($4,000 collected): $400 paid within 30 days
• Total commission: $800

Scenario B — Maintenance Retainer

• Monthly retainer: $400/month
• Commission rate: 15% recurring
• Monthly commission: $60
• Over 12 months: $720 (if client stays active and agreement is in force)

Scenario C — Multi-Service Enterprise Deal

• Web + Branding bundle: $25,000
• Commission rate: 10%
• Milestone 1 (25%): $6,250 collected → $625 commission
• Milestone 2 (50%): $12,500 collected → $1,250 commission
• Final (25%): $6,250 collected → $625 commission
• Total commission: $2,500

Signatures (Schedule A)

This Commission Plan is agreed to by both parties as Schedule A to WBL-CTR-SRA-[ID]-v1.0.

Webility LLC

Signature: ___________________________ Date: _______________ Name / Title: ___________________________

[REPRESENTATIVE LEGAL NAME]

Signature: ___________________________ Date: _______________ Name: ___________________________

Webility — WBL-CTR-SCP-[ID]-v1.0 | Sales Commission Plan (Schedule A) Confidential — for authorized parties only.