Broker Agreement Template (Canada)
Updated on August 22, 2026
A broker agreement engages an intermediary to find and introduce business — customers, suppliers, counterparties, deals — for commission on what closes. The commercial idea is simple; everything difficult is in the detail. What counts as an introduction? When is commission earned? For how long after the introduction does the broker keep earning? And what is the broker allowed to say and do on the way?
Canada has no statutory commercial-agency regime of the European kind, so the contract genuinely governs — which cuts both ways: no fallback termination compensation for the intermediary, and no statutory gloss to fill gaps the parties left blank. What Canada does have is a licensing and registration perimeter that is mostly provincial. Securities registration, mortgage broking, insurance and real estate are all licensed provincially, and a finder paid a success fee for introducing investors is squarely in the securities regulators' field of view.
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Broker Agreement
This Agreement is made on between of (the “Company”), whose business is , and of (the “Broker”).
1. Appointment and Status
The Company appoints the Broker to identify and introduce potential customers, suppliers or counterparties for the business described below. The Broker acts as an independent contractor in its own name. It has no authority to negotiate in the Company's name, to make representations or warranties for the Company, or to enter into any commitment binding the Company, and will not hold itself out as able to do so.
The appointment is non-exclusive. The Company may appoint other brokers and pursue opportunities directly, subject to the non-circumvention clause below.
2. Scope
- Business to be introduced:
- Territory or market:
This Agreement does not cover, and the Broker will not carry on, any activity requiring registration under provincial securities legislation or a licence for mortgage broking, insurance or real estate intermediation, unless the Broker holds that registration or licence in the relevant province and has told the Company so in writing. No commission is payable for any such activity. In particular the Broker will not introduce investors or participate in a capital raise unless properly registered or exempt.
3. Registrations and Licences
The Broker holds the following registrations and licences, in the provinces stated: . The Broker warrants that it holds every registration and licence its activity under this Agreement requires, will maintain them, and will tell the Company immediately if any is varied, suspended, cancelled or under review. The Broker is responsible for its own regulatory compliance.
4. Registering an Introduction
An introduction counts under this Agreement only if registered as follows: , to . A registration will name the party introduced, the contact person and the opportunity. The Company will acknowledge each registration and will say promptly if the party is already a customer, already in discussion, or already registered by another broker. Where two brokers register the same party, the earlier registered and acknowledged introduction takes priority.
5. Commission
- Commission rate:
- %
- Calculated on:
- Fixed fee, where used:
- Earned when:
- Paid within:
- days of being earned
- Sales taxes:
Commission is payable only on a transaction between the Company and a party whose introduction was registered under this Agreement. Nothing is payable on a transaction that does not complete, on amounts credited, refunded or written off as bad debt, or on taxes, freight and insurance charges unless the commission base includes them. The Company will provide a statement with each payment showing the transactions and the calculation; the Broker may query a statement within 60 days, and will show any tax registration numbers on its invoices.
Commission also applies to further orders placed by an introduced customer within months of that customer's first completed transaction, on the same basis.
6. Tail Period
If this Agreement ends, commission remains payable on transactions completed within months afterwards with a party whose introduction had been registered and acknowledged before the end date. Nothing is payable for parties introduced after the end date, and the tail does not extend the repeat-business period.
7. Conduct, Conflicts and Anti-corruption
- The Broker will not offer, promise, give, request or accept any improper payment or advantage in connection with this Agreement, and will comply with the Corruption of Foreign Public Officials Act and the bribery provisions of the Criminal Code.
- The Broker confirms it is not a public official, is not owned or controlled by one, and has no relationship with a public official or with a customer's decision-maker that it has not disclosed in writing.
- The Broker will disclose any conflict of interest, including any commission or benefit received from the other side of a transaction, before making the introduction.
- The Broker will keep records of the work done to earn each commission and make them available to the Company on reasonable request.
- The Broker will not make false or misleading representations about the Company, its products or its capabilities.
- Breach of this clause entitles the Company to terminate immediately and to withhold unpaid commission relating to the affected transaction.
8. Non-circumvention
The Company will not structure or route a transaction so as to avoid commission that would otherwise be payable on a registered introduction, including by dealing through an affiliate or a nominee. The Broker will not approach a party the Company has told it is already a customer or already registered to another broker.
9. Confidentiality and Privacy
Each party will keep the other's non-public information confidential, use it only for this Agreement, and continue to do so for months afterwards. Contact details and other personal information exchanged for an introduction will be used only for that purpose, handled in accordance with applicable Canadian privacy legislation, and deleted or returned on request after termination, except where a record must be kept to comply with law or to support a commission claim.
10. Term and Termination
This Agreement begins on the date above, runs for months and continues afterwards until terminated. Either party may terminate on days' written notice. Either party may terminate immediately if the other commits a material breach and fails to remedy it within days of written notice, becomes insolvent, or breaches the registration or anti-corruption obligations above.
On termination the Broker will stop making introductions and holding itself out as connected with the Company, and will return or delete the Company's confidential information. The commission, tail, confidentiality, privacy and anti-corruption provisions survive.
11. Liability
Neither party is liable for indirect or consequential loss or loss of profit. Each party's total liability is limited to . That limit does not apply to unpaid commission properly due, to a breach of the anti-corruption or confidentiality provisions, or to fraud.
12. General and Governing Law
- This Agreement is the entire agreement on its subject matter.
- Variations must be in writing and signed by both parties.
- The Broker may not assign or subcontract without the Company's written consent.
- Nothing in this Agreement creates a partnership, joint venture, employment or agency beyond the limited introducer role described.
- Notices go to the addresses above or to an email address confirmed in writing.
This Agreement is governed by the laws of and the federal laws of Canada applicable there, and the parties submit to the jurisdiction of its courts.
For the Company
Date signed:
For the Broker
Date signed:
No agency statute — so the drafting has to be complete
In the European Union a commercial agent gets statutory compensation or an indemnity on termination that cannot be excluded. Canada has no equivalent, so the introducer's position on termination is whatever the agreement says. Three clauses therefore carry the deal: the notice period, the tail period during which registered introductions still earn, and whether repeat orders from an introduced customer earn commission at all.
The source template leaves all three blank. This version gives each a real default you can change, and requires introductions to be registered in writing and acknowledged so the non-circumvention clause has something to bite on — and so two brokers claiming the same customer can be resolved by the register rather than by argument.
Securities registration: the finder's-fee trap
Trading in securities in the course of business generally requires registration under provincial securities law, and paying transaction-based compensation to an unregistered finder for introducing investors is exactly the pattern regulators look at. The consequences can include enforcement action and, for the issuer, questions about the validity of the distribution.
This template therefore excludes securities and capital-raising activity from scope unless the broker is registered or exempt for the activity, requires the broker to state its registration and the provinces it covers, and requires immediate notice if that changes. Mortgage broking, insurance and real estate are dealt with in the same clause because they are licensed provincially too, and an unlicensed intermediary may be unable to recover its commission at all.
Anti-corruption, conflicts and records
Success fees paid to intermediaries who open doors are the classic corruption risk, and Canada's Corruption of Foreign Public Officials Act reaches conduct abroad as well as the domestic offences in the Criminal Code. Third-party intermediaries are where enforcement attention concentrates.
So the anti-corruption clause here is substantive: a representation that the broker is not a public official and has no undisclosed connection with one, a duty to disclose conflicts before an introduction rather than after, a requirement to keep records of the work actually done for each commission, and immediate termination with forfeiture of unpaid commission for a breach.
Commission mechanics, tax and personal information
Commission should normally be earned when the principal has actually been paid, so an introduction that becomes a bad debt does not create a liability. Each payment should come with a statement showing the calculation, because a broker who cannot check the maths stops trusting the arrangement.
Two practicalities complete it. GST/HST — and QST where relevant — needs an express position and an invoice showing the registration number, because the principal's input tax credit depends on it. And passing contact details is the whole business of an introducer, so the agreement says who may hold that personal information, for what purpose, and what happens to it on termination.
Clause-by-clause guide
- Appointment and status
- Appoints the broker as an introducer acting in its own name with no authority to bind the principal.
- Scope and exclusions
- What will be introduced, and the exclusion of securities, mortgage, insurance and real estate activity unless registered or licensed.
- Registrations and licences
- What the broker holds, in which provinces, and immediate notice if anything changes.
- Registering an introduction
- Written notification and acknowledgement, with first-registered priority between competing brokers.
- Commission and trigger
- Rate, basis and the point at which commission is earned — normally on the principal being paid.
- Repeat business
- Whether later orders from an introduced customer earn commission, and for how long.
- Tail period
- A defined number of months after termination during which registered introductions still earn.
- Taxes
- GST/HST and QST treatment, the invoice requirement, and the broker's own tax responsibility.
- Anti-corruption and conflicts
- Public-official representation, conflict disclosure before introduction, and record-keeping.
- Non-circumvention
- Stops the principal routing around the broker to avoid commission on a registered introduction.
- Confidentiality and privacy
- Commercial information plus the personal information inherent in passing contacts.
- Term and termination
- Notice period, termination for material breach with a cure period, and immediate termination for registration or corruption breaches.
- Liability
- A cap tied to commission with carve-outs for unpaid commission, corruption, confidentiality and fraud.
Canadian compliance checklist
Check securities registration before paying a finder
Trading in securities in the course of business generally requires registration under provincial securities law, and transaction-based compensation to an unregistered finder for introducing investors is a recognised enforcement concern for both the finder and the issuer.
Canadian Securities AdministratorsVerify provincial licences for the specific activity
Mortgage broking, insurance and real estate intermediation are licensed provincially, and an unlicensed intermediary may be unable to recover its commission. Check the register in each province where the broker will operate.
Include anti-corruption terms and do proportionate diligence
The Corruption of Foreign Public Officials Act reaches conduct abroad and the Criminal Code covers domestic bribery. Third-party intermediaries paid on success are a recognised risk pattern; contract terms plus records of work performed are the practical protections.
Deal with GST/HST and QST expressly
State whether commission is inclusive or exclusive and require an invoice showing registration numbers, so input tax credits are not in doubt.
Handle the personal information in an introduction
Introducing a business means passing individuals' contact details. Say who may hold them, for what purpose, and what happens on termination, consistently with applicable privacy legislation.
Give the tail and notice periods real numbers
With no statutory agency regime to fall back on, blanks in the tail, notice and cure clauses are simply gaps. Fill them in.
Consider Quebec language requirements
If the broker is in Quebec and the agreement is a contract of adhesion, the French-first rule for such contracts may apply. Take advice if you use the same standard terms with every intermediary.
How to complete this agreement
- Set the appointment and scope. Enter the parties, whether the appointment is exclusive, the market, and what will be introduced.
- Deal with registration. Record any securities registration or provincial licence and the provinces covered, and keep the exclusion for regulated activity otherwise.
- Set the commission mechanics. Enter the rate, basis, trigger, payment days, repeat-business position and tail in months.
- Fix taxes. State the GST/HST and QST position and the invoice requirement.
- Set term, notice and cure. Enter the initial term, the notice period and the cure period for a material breach.
- Review and sign. Check the commission trigger and tail say what you intended, then download and sign.
Frequently asked questions
Does Canada give introducers termination compensation like the EU?
No. There is no Canadian equivalent of the European commercial agency regime, so the introducer's entitlement on termination is whatever the agreement provides. That makes the notice period, the tail period and the repeat-business clause the whole of the deal — and it is why leaving them blank, as the template this replaces did, reliably produces a dispute.
Can I pay a finder's fee for introducing investors?
Be very careful. Trading in securities in the course of business generally requires registration under provincial securities law, and paying transaction-based compensation to an unregistered finder is exactly what regulators look for. The exposure runs to the issuer as well as the finder. This template excludes securities and capital-raising activity unless the broker is registered or exempt, and asks for the registration details so you can verify them.
When is commission earned?
Whenever the contract says, and the safest trigger for the paying party is when it has actually received payment from the introduced customer, so a bad debt does not create a commission liability. This template uses that trigger by default, pays a stated number of days afterwards, and requires a statement showing the calculation.
What is a tail period and how long should it be?
It is the period after the agreement ends during which a transaction with a previously introduced party still earns commission, because deals take longer to close than agreements last. Six to twelve months suits most straightforward introductions; complex transactions justify longer. What matters is a number tied to introductions registered in writing.
Does the broker need a licence?
For many activities, yes — securities, mortgage broking, insurance and real estate intermediation are licensed provincially, and an unlicensed intermediary may not be able to recover commission. This template requires the broker to hold and maintain every registration and licence its activity needs, to name the provinces covered, and to tell you immediately if anything changes.
Why does an introducer agreement need anti-corruption terms?
Because a success fee to someone who opens doors is the classic structure of a bribe, and Canada's foreign-bribery statute reaches conduct abroad while the Criminal Code covers domestic offences. Contract terms, a representation about connections to public officials, a conflicts-disclosure duty and records of what the broker actually did are the practical protections.
What stops the client going around the broker?
The non-circumvention clause, backed by the introduction register. If an introduction was registered and acknowledged, a transaction with that party during the term or the tail earns commission whether or not it went through the broker. Without the register, non-circumvention is very hard to enforce.
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Disclaimer
This template and guide are general information about Canadian practice, not legal, securities, licensing or tax advice, and nobody has reviewed your arrangement. Registration and licensing are provincial and fact-dependent; take advice before signing.
