Broker Agreement Template (Malta)

Updated on 22 August 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 commission is earned, how long the broker keeps earning after the introduction, and what the broker is allowed to say and do on the way.

Malta makes one question unavoidable before any of that: is this person a broker, or a commercial agent? Malta transposed the EU commercial agents regime into the Commercial Code, and the agency provisions there bring protections a contract cannot simply exclude — including limits on restraint-of-trade clauses, which are valid only so far as they relate to the geographical area or customer group entrusted to the agent and to the kind of goods covered by the agency. There is also a licensing dimension: a person who wishes to act as a commercial agent is required to obtain a licence from the Council of the Malta Chamber of Commerce. Getting the characterisation wrong is the expensive mistake here.

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Broker Agreement

This Agreement is made on between (registration number , VAT number ) 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 shall not hold itself out as able to do so.

The parties record their intention that the Broker is an introducer and not a commercial agent: the Broker has no continuing authority to negotiate on the Company's behalf or to conclude transactions in the Company's name, and the agency provisions of the Commercial Code are not intended to apply. If the Broker's role in practice changes so that it acquires such continuing authority, the parties will take advice and replace this Agreement with a commercial agency agreement, and will address any licensing requirement applying to commercial agents.

OptionalExclusive appointmentAppoint this broker as the only introducer for the scope and territory.

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:

OptionalRegulated financial activity excludedKeep this on unless the broker holds the relevant MFSA authorisation.

This Agreement does not cover, and the Broker shall not carry on, any activity requiring authorisation from the Malta Financial Services Authority — including investment services, insurance intermediation and credit-related intermediation — unless the Broker holds that authorisation and has told the Company so in writing. No commission is payable for any such activity.

3. Authorisations and Licences

The Broker holds the following authorisations and licences: . The Broker warrants that it holds every authorisation and licence its activity under this Agreement requires, that it will maintain them, and that it will tell the Company immediately if any is varied, suspended, withdrawn 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 shall name the party introduced, the contact person and the opportunity. The Company shall acknowledge each registration and shall 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 and VAT

Commission rate:: %
Calculated on:
Fixed fee, where used:
Earned when:
Paid within:: days of being earned
VAT:
Broker VAT number:

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 VAT, carriage and insurance charges unless the commission base includes them. The Company shall provide a statement with each payment showing the transactions and the calculation; the Broker may query a statement within 60 days and shall issue a proper invoice for each payment.

OptionalCommission on repeat businessPay commission on the introduced customer's later orders for a stated period.

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.

OptionalPre-approved expensesReimburse agreed travel and marketing costs on top of commission.

7. Conduct, Conflicts and Anti-bribery

The Broker shall not offer, promise, give, request or accept any improper payment or advantage in connection with this Agreement.
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 shall disclose any conflict of interest, including any commission or benefit received from the other side of a transaction, before making the introduction.
The Broker shall keep records of the work done to earn each commission and make them available to the Company on reasonable request.
The Broker shall not make misleading statements 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 shall not structure or route a transaction so as to avoid commission that would otherwise be payable on a registered introduction, including by dealing through a group company or a nominee. The Broker shall not approach a party the Company has told it is already a customer or already registered to another broker.

9. Confidentiality and Data Protection

Each party shall 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 data exchanged for an introduction shall be processed only for that purpose, kept secure, handled in accordance with the General Data Protection Regulation and Maltese data protection 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 authorisation or anti-bribery obligations above.

On termination the Broker shall stop making introductions and holding itself out as connected with the Company, and shall return or delete the Company's confidential information. The commission, tail, confidentiality, data protection and anti-bribery provisions survive. Any post-termination restriction on the Broker's activity is limited to what is permitted by law and, where any agency regime applies, to the territory, customer group and goods covered by this Agreement.

11. Liability, General and Jurisdiction

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-bribery or confidentiality provisions, or to fraud.

This Agreement is the entire agreement on its subject matter, may only be varied in writing signed by both parties, and is governed by the laws of Malta. The Broker may not assign or subcontract without the Company's written consent. The parties submit to the exclusive jurisdiction of the courts of Malta.

For the Company

Date signed:

For the Broker

Date signed:

Broker or commercial agent? The Commercial Code decides

Malta's Commercial Code contains the agency provisions transposing the EU regime, and they are the reason the label on the front of your contract does not settle anything. Where the arrangement is in substance a commercial agency — a self-employed intermediary with continuing authority to negotiate for the principal — the statutory protections follow, and the restraint-of-trade limits in the Code apply to any post-termination restriction you have drafted.

This template is drafted deliberately as a brokerage: introductions only, in the broker's own name, no authority to bind, paid on results, with a recital recording that intention and a commitment to revisit the position if the role changes in practice. If your intermediary will negotiate on your behalf on a continuing basis, use a commercial agency agreement and take local advice, including on the Chamber of Commerce licence.

Licensing: two separate questions

The first is the commercial agent licence. Maltese practice requires a person wishing to act as a commercial agent to hold a licence from the Council of the Malta Chamber of Commerce, so an intermediary who is in substance an agent has a licensing obligation as well as statutory rights.

The second is financial services. Investment services, insurance intermediation and credit-related activity are authorised and supervised by the Malta Financial Services Authority, and paying transaction-based compensation to an unauthorised intermediary for regulated introductions is a regulatory problem for both sides. This template excludes regulated activity from scope unless the broker holds the relevant authorisation, asks for the details, and requires immediate notice of any change.

Commission mechanics: register, trigger and tail

Three clauses decide every commission dispute. An introduction must be registered in writing and acknowledged, so there is a record of who brought whom. 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. And the tail — the period after termination during which a registered introduction still earns — needs a number.

The source template left the notice period, the tail and the cure period blank. This version gives all three real defaults and resolves competing claims by giving priority to the first registered introduction — which matters in a market where the same prospects appear on several brokers' lists.

Anti-bribery, GDPR and VAT

Success fees paid to intermediaries who open doors are the classic corruption risk, so this template takes a representation that the broker is not a public official and has no undisclosed connection with one, requires conflicts to be disclosed before an introduction, requires records of the work actually done, and makes breach an immediate termination event with forfeiture of unpaid commission.

Two further clauses are not optional in a European jurisdiction. Passing contact details is the whole business of an introducer, so the agreement sets out the GDPR position: purpose limitation, security, and deletion or return on termination. And VAT needs an express position with a proper invoice, because the principal's input VAT depends on it.

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.
Not a commercial agency: Records the parties' intention and commits them to revisit the position if the role changes in substance.
Scope and exclusions: What will be introduced, and the exclusion of regulated financial activity unless authorised.
Licences and authorisations: MFSA authorisation where relevant, any commercial agent licence, and notice of change.
Registering an introduction: Written notification and acknowledgement, with first-registered priority.
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.
VAT: Whether commission is inclusive or exclusive, and the invoice requirement.
Anti-bribery 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 GDPR: Commercial information plus the personal data inherent in passing contacts.
Term, termination and jurisdiction: Notice, cure period, immediate termination triggers, and the courts of Malta.

Malta compliance checklist

Work out whether the Commercial Code agency provisions apply
Malta transposed the EU commercial agents regime into the Commercial Code. Where the arrangement is in substance a commercial agency, the statutory protections apply and cannot simply be excluded by describing the intermediary as a broker.
Commercial Code (Cap. 13)
Check the restraint-of-trade limits before drafting a post-term restriction
A restraint-of-trade clause in an agency context is valid only so far as it relates to the geographical area or the customer group and area entrusted to the agent and to the kind of goods covered by the agency. A wider restriction is likely to fail.
Check the commercial agent licence requirement
Maltese practice requires a person wishing to act as a commercial agent to obtain a licence from the Council of the Malta Chamber of Commerce. Confirm the position if the intermediary's role is in substance an agency.
Do not pay success fees for unauthorised regulated activity
Investment services, insurance intermediation and credit-related activity are authorised and supervised by the MFSA. Verify authorisation before engaging an intermediary for regulated introductions.
Malta Financial Services Authority
Include anti-bribery terms and do proportionate diligence
Success fees to intermediaries are a recognised corruption risk pattern. Contract terms, a representation about public-official connections, a conflicts-disclosure duty and records of work performed are the practical protections.
Set out the GDPR position
Passing contact details is processing of personal data. State the purpose, the security expectation and what happens to the data on termination.
Deal with VAT expressly
State whether commission is inclusive or exclusive of VAT and require a proper invoice showing the VAT number.

How to complete this agreement

Confirm this is a brokerage. Check that the intermediary will introduce only, act in its own name and have no continuing authority to negotiate for you. If not, use a commercial agency agreement and take advice.
Deal with licensing. Record any MFSA authorisation and any commercial agent licence, and keep the exclusion for regulated activity otherwise.
Set the appointment and scope. Enter the parties, whether the appointment is exclusive, the market and what will be introduced.
Set the commission mechanics. Enter the rate, basis, trigger, payment days, VAT position, repeat-business position and tail in months.
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

How do I know whether my intermediary is a commercial agent?

Look at the substance: whether they have continuing authority to negotiate for you rather than a one-off introducing role, and whether they act in your name or their own. Malta transposed the EU commercial agents regime into the Commercial Code, so where the arrangement is in substance an agency the statutory protections follow whatever the contract calls it. This template is drafted as a brokerage and says so on its face.

Why does the difference matter so much?

Because the agency regime brings protections a contract cannot simply exclude, and because it constrains what you can do afterwards: a restraint-of-trade clause in an agency context is valid only so far as it relates to the geographical area or customer group entrusted to the agent and the kind of goods covered. A broad non-compete drafted on English or American assumptions is likely to fail here.

Does a commercial agent need a licence in Malta?

Maltese practice requires a person wishing to act as a commercial agent to obtain a licence from the Council of the Malta Chamber of Commerce. That is a further reason to establish at the outset whether your intermediary is a broker or an agent, and to take local advice if the role looks like agency.

Can I pay a finder for introducing investors or insurance business?

Only to a properly authorised intermediary. Investment services, insurance intermediation and credit-related activity are authorised and supervised by the MFSA, and paying transaction-based compensation to an unauthorised person for regulated introductions is a regulatory problem for both sides. This template excludes regulated activity unless the broker is authorised and asks for the 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 and pays a stated number of days afterwards, with 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. What matters is a number tied to introductions registered in writing.

Why does the introduction register matter in a market this size?

Because the same prospects appear on several brokers' lists. Without a written, acknowledged register, two brokers can each claim the same customer in good faith and the non-circumvention clause becomes unenforceable in practice. This template makes registration the condition for commission and gives priority to the first registered and acknowledged introduction.

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Disclaimer

This template and guide are general information about Maltese practice, not legal, financial-services, licensing or tax advice, and nobody has reviewed your arrangement. Whether the Commercial Code agency provisions or an authorisation requirement apply depends on the facts; take local advice before signing.