SUB-AGENCY AND COMMISSION SHARING AGREEMENT

Исполнитель: ________

Образец. Сведения о сторонах заполняются до подписания.

1. Parties and Background

1.1 ________________ ("Executor"), a company incorporated in Singapore with registration number ________________, maintains agency arrangements with property developers and may earn commissions when a customer introduced through Executor completes a qualifying purchase or lease.

1.2 The Sub-Agent independently sources and introduces prospective customers and wishes to cooperate with Executor on a non-exclusive, transaction-by-transaction basis.

1.3 The customer contract for the property is entered into directly with the relevant developer. Unless expressly agreed otherwise in writing, neither Executor nor the Sub-Agent receives the purchase price of the property from the customer.

1.4 The parties intend that the Sub-Agent is an independent contractor and not an employee, branch, office, partner, fiduciary or permanent establishment of Executor.

2. Appointment and Scope

2.1 Executor appoints the Sub-Agent on a non-exclusive basis to identify, introduce and support prospective customers for projects confirmed under Schedule 1 or otherwise confirmed in writing by Executor.

2.2 The Sub-Agent may perform lead generation, initial customer communication, project presentations, arranging meetings or viewings, and factual sales support using materials approved by the developer or Executor.

2.3 The Sub-Agent shall not represent itself as the developer, as an employee of Executor, or as having authority beyond this Agreement.

2.4 A lead qualifies only if accepted or registered by Executor / the developer under the applicable developer rules.

3. Independent Status - No Authority to Bind Executor

3.1 The Sub-Agent acts in its own independent business and controls its own working time, location, methods and expenses, subject to applicable law and developer rules.

3.2 The Sub-Agent has no authority to sign, amend or terminate any contract in the name of Executor; negotiate binding terms for Executor; accept legal notices; or create any debt, obligation or liability on behalf of Executor.

3.3 The Sub-Agent shall not maintain any office, desk, signage, bank account, telephone listing or other fixed place of business as an office or branch of Executor and shall not hold premises at the disposal of Executor.

3.4 The Sub-Agent may act for other principals and is not economically dependent on Executor, subject to confidentiality and non-misrepresentation obligations.

3.5 The Sub-Agent shall not collect or hold a purchaser's property purchase funds on behalf of Executor unless expressly authorised in a separate written instrument and lawful.

4. Developer Commission and Executor Service Fee

4.1 Executor invoices the relevant developer under Executor's developer agreement. The developer pays agency commission to Executor subject to mandatory withholding, banking charges and other lawful deductions.

4.2 "Developer Commission Received" means the commission actually received by Executor in cleared funds for the transaction, excluding amounts later reversed, refunded or charged back.

4.3 Executor retains a service fee of 3.9% of the Developer Commission Received for payment of the Sub-Agent Commission in USDT. This USDT rate applies only until 15 November 2026. For other payment methods, the service fee is 4.45% of the Developer Commission Received.

4.4 Subject to this Agreement, the Sub-Agent is entitled to 96.1% of the Developer Commission Received for payment in USDT under clause 4.3, or 95.55% for other payment methods ("Sub-Agent Commission"), unless Schedule 1 states a different split.

4.5 The Sub-Agent Commission is earned only after Executor actually receives the corresponding developer commission and all developer payment conditions are satisfied.

5. Payment to the Sub-Agent

5.1 Executor shall pay the Sub-Agent Commission within five (5) business days after cleared receipt and receipt of required KYC, tax and payment information.

5.2 Payment may be made by bank transfer or, where lawful and approved by Executor, by a digital asset such as a stablecoin to a verified wallet. A TXID may evidence payment.

5.3 Cash payment may be used only where lawful, commercially reasonable and approved by Executor, and must be supported by a signed receipt identifying payer, payee, amount, currency, date and transaction.

5.4 Executor may deduct or withhold amounts required by applicable law and agreed transaction-specific fees.

5.5 The Sub-Agent shall repay commission corresponding to a developer payment that is reversed, refunded or clawed back, to the extent previously received.

6. Taxes and Records

6.1 Each party is responsible for its own tax filings, registrations, declarations and payments arising from this Agreement.

6.2 The Sub-Agent shall provide correct legal name, address, tax residence, taxpayer identification number (if applicable), and any invoice or receipt reasonably required for Executor accounting and tax records.

6.3 Executor may report payments or withhold tax where required by law. Nothing in this Agreement represents that the Sub-Agent Commission is tax-free in any jurisdiction.

6.4 The parties shall maintain records evidencing commercial substance, including lead registration, customer introduction, developer confirmation, Executor invoice, developer payment and Sub-Agent payment.

6.5 No party shall falsify place of work, residence, beneficial ownership, customer source, invoice, payment method or any other fact for tax or regulatory purposes.

7. KYC, AML, Sanctions and Anti-Bribery

7.1 The Sub-Agent shall complete reasonable KYC / KYB checks before payment and notify Executor of material changes.

7.2 The Sub-Agent represents that neither it nor, to its knowledge, its beneficial owners are subject to sanctions prohibiting the transaction and that proceeds will not be used unlawfully.

7.3 The Sub-Agent shall not offer or pay bribes, kickbacks or improper benefits.

7.4 Executor may suspend a transaction or payment while performing AML, sanctions, fraud or source-of-funds checks.

8. Marketing, Customer Data and Conduct

8.1 The Sub-Agent shall use accurate project information and shall not create the impression that it is the developer or an official developer office unless authorised.

8.2 The Sub-Agent shall comply with applicable data protection, advertising, consumer protection and real-estate licensing rules where it operates.

8.3 Customer data may be shared with Executor and the developer only as reasonably necessary to register and complete the transaction, subject to applicable law.

8.4 The Sub-Agent is responsible for any licence or registration required for its own activities.

9. Confidentiality

9.1 Each party shall keep confidential non-public commercial, customer, pricing, commission and developer information.

9.2 Information may be disclosed to professional advisers, banks, auditors, payment providers and authorities where reasonably necessary or legally required.

9.3 These obligations survive termination for three (3) years, except where longer protection is required by law.

10. Term and Termination

10.1 This Agreement starts on the Effective Date and continues until terminated by either party on seven (7) days' written notice.

10.2 Executor may terminate immediately for fraud, sanctions concerns, material misrepresentation, unauthorised use of Executor/developer names, bribery, material breach, or conduct creating material legal or tax risk.

10.3 Termination does not affect commission already earned before termination, subject to developer payment, chargebacks and compliance checks.

11. Liability and No Tax Warranty

11.1 Neither party guarantees developer approval, completion of a sale, payment of commission, or a particular tax treatment.

11.2 Executor does not provide personal tax advice to the Sub-Agent. The Sub-Agent should obtain advice in its own tax residence and jurisdictions where it performs services.

11.3 Each party remains liable for losses caused by its fraud, wilful misconduct, breach of confidentiality, or violation of applicable law.

12. Governing Law and General Terms

12.1 This Agreement is governed by the laws of Singapore.

12.2 The courts of Singapore have exclusive jurisdiction unless the parties agree in writing to another mechanism for a specific transaction.

12.3 This Agreement and each signed Schedule 1 form the entire agreement for the relevant sub-agency relationship.

12.4 Amendments must be in writing. Electronic signatures and counterparts are permitted to the extent recognised by applicable law.

12.5 If a provision is unenforceable, the remaining provisions remain effective.

Signatures

Schedule 1 - Transaction Confirmation

Appendix A - Deal Evidence Checklist

[ ] Executed Agreement and Schedule 1
[ ] KYC / KYB and beneficial-owner information
[ ] Tax residence / TIN information where applicable
[ ] Lead registration and evidence of customer introduction
[ ] Developer confirmation / reservation / sales reference
[ ] Executor invoice to the developer
[ ] Developer payment confirmation / bank statement
[ ] Calculation of 3.9% Executor service fee and 96.1% Sub-Agent Commission for USDT under clause 4.3, or 4.45% Executor service fee and 95.55% Sub-Agent Commission for other payment methods
[ ] Sub-Agent invoice / receipt where required
[ ] Payment proof: bank advice, TXID, or signed cash receipt
[ ] Any withholding-tax certificate or other tax document
[ ] Notes explaining unusual payment route, refund, chargeback or adjustment

Compliance note: legal and tax outcomes depend on actual facts. The parties must operate consistently with the Agreement, including the independent-contractor and no-authority provisions.