Referral Agreement
This Referral Agreement (the "Agreement") is made as of [Effective date] (the "Effective Date") between [Company (paying the fee)], with an address at [Company address] ("Company"), and [Referral partner (person or business)], with an address at [Referral partner address] ("Referral Partner"). Company offers the following products or services (the "Products"): [Products or services the referrals relate to]. Referral Partner is willing to introduce prospective customers for the Products to Company in exchange for the referral fee described below. Company and Referral Partner are each a "Party" and together the "Parties".
1. Referrals and Registration
Referral Partner may, in its discretion, introduce to Company prospective customers for the Products. To register a prospect, Referral Partner shall send Company a written notice, by email to the address in the execution record or through any registration form Company provides, identifying the prospect by legal name, contact person, and the nature of the opportunity, before Referral Partner makes the introduction. Within [Days for the company to confirm or reject a registered prospect] business days after receipt, Company shall confirm the registration or reject it in writing on the ground that the prospect is an existing customer of Company, was in active discussions with Company within the ninety (90) days before the registration, or was registered earlier by another referral source; a registration not rejected within that period is confirmed.
A confirmed prospect is a "Qualified Referral" if, within [Months a registration stays valid before the prospect must sign] months after confirmation, the prospect signs an agreement to purchase Products from Company. A registration expires after that period unless the Parties agree in writing to extend it. Company has sole discretion whether to pursue, price, contract with or continue serving any prospect, and owes no fee for a prospect it declines.
2. Referral Fee
For each Qualified Referral, Company shall pay Referral Partner a fee equal to [Referral fee (% of revenue collected)] percent of the Net Revenue that Company actually collects from that customer for Products during the [Revenue window per referred customer (months)] months following the date the customer’s first agreement with Company takes effect (the "Referral Fee"). "Net Revenue" means amounts actually received by Company from the customer for Products, excluding taxes, shipping, third-party pass-through charges, refunds, credits and chargebacks. The total Referral Fee payable for any one Qualified Referral shall not exceed [Maximum fee per referred customer (or $0 for no cap)]; if that amount is zero, no cap applies.
The Referral Fee is earned only when and to the extent Company collects Net Revenue. No fee is earned on amounts invoiced but not collected, on renewals or purchases after the revenue window, on purchases by affiliates of the customer that were not themselves registered, or on services Company provides through a reseller or partner other than Referral Partner. If Company refunds or credits an amount on which a Referral Fee was paid, Company may deduct the corresponding fee from the next payment due to Referral Partner. The Referral Fee is the only compensation Referral Partner is entitled to under this Agreement.
3. Payment and Statements
Within [Fee paid within (days after month end)] days after the end of each calendar month in which Company collects Net Revenue from a Qualified Referral, Company shall pay the Referral Fee earned in that month by ACH or other electronic transfer to the account Referral Partner designates in writing, together with a statement listing each Qualified Referral, the Net Revenue collected and the fee calculated. Referral Partner shall provide a completed IRS Form W-9 before the first payment, and Company shall report payments on Form 1099 as required. Referral Partner is responsible for all taxes on the Referral Fee. Referral Partner may dispute a statement by written notice within sixty (60) days after receipt, stating the basis; statements not disputed within that period are final.
4. Records and Audit
Company shall keep accurate records of Net Revenue collected from each Qualified Referral for at least two (2) years after the last payment relating to it. Not more than once in any twelve (12) month period, on thirty (30) days’ written notice, Referral Partner may have an independent accountant bound by confidentiality review those records at Company’s offices during business hours solely to verify the Referral Fees paid. If the review shows an underpayment of more than five percent (5%) for the period reviewed, Company shall pay the shortfall and the reasonable cost of the review; otherwise Referral Partner bears the cost.
5. Exclusivity
This Agreement is: [Exclusivity]. If non-exclusive, Referral Partner may refer prospects to other companies, including competitors of Company, and Company may accept referrals from and pay fees to other referral sources, and nothing in this Agreement requires either Party to refer or accept any minimum number of prospects. If exclusive, then during the term Referral Partner shall not refer or introduce prospective customers for products or services that compete with the Products to any person other than Company, and Company shall not appoint another referral partner for the Products in the same market segment as Referral Partner; the exclusivity ends automatically on any termination of this Agreement.
6. Conduct of Referral Partner
Referral Partner is an independent contractor and not an employee, agent, franchisee, partner or legal representative of Company, and has no authority to bind Company, to negotiate or sign contracts on its behalf, to accept payment for it, or to make any representation, warranty or promise about the Products beyond Company’s published materials. Referral Partner shall not use Company’s name or trademarks except as Company approves in writing, shall conduct its activities lawfully and ethically, shall comply with applicable anti-spam, telemarketing, privacy and anti-bribery laws, shall not pay or offer any part of the Referral Fee to an employee or agent of a prospect, and shall promptly inform Company of any complaint or issue raised by a prospect. Referral Partner shall not register a prospect with which it has an undisclosed ownership or employment relationship.
7. Confidentiality
Each Party shall keep confidential the terms of this Agreement, the identity and information of prospects and customers, pricing, and any other non-public information of the other Party learned in connection with this Agreement, shall use it only to perform this Agreement, and shall not disclose it except to its employees and advisers who need to know it and are bound to keep it confidential, or as required by law. Company owns all information about customers, including Qualified Referrals, once they contract with Company. This Section continues for three (3) years after this Agreement ends.
8. Term and Termination
This Agreement begins on the Effective Date and continues for [Initial term (months)] months, after which it renews for successive periods of the same length unless either Party gives written notice of non-renewal at least [Termination notice (days)] days before the end of the then-current term. Either Party may terminate this Agreement for convenience on [Termination notice (days)] days’ written notice, and either may terminate immediately on written notice if the other materially breaches this Agreement and fails to cure within ten (10) days after notice, or if the other engages in conduct that damages or is likely to damage the terminating Party’s reputation. On termination, Company shall continue to pay the Referral Fee on each Qualified Referral whose first agreement with Company took effect before the termination date, for the remainder of that customer’s revenue window, and a confirmed registration that converts within the conversion period after termination is a Qualified Referral. No fee is due for prospects registered after termination. Sections 2 through 4, 7, and 9 through 10 survive termination. If Company terminates for Referral Partner’s breach of Section 6, Company may withhold unpaid fees to the extent of its damages.
9. Limitation of Liability; Indemnity
Neither Party is liable to the other for any indirect, incidental, consequential or punitive damages or lost profits arising out of this Agreement, and Company’s total liability to Referral Partner shall not exceed the Referral Fees paid or payable under this Agreement in the twelve (12) months before the claim arose. Referral Partner shall indemnify Company against any third-party claim, loss or expense arising from Referral Partner’s breach of Section 6, including any unauthorized representation made to a prospect. Company makes no promise that any prospect will be accepted or that any revenue will be collected.
10. General
This Agreement is governed by the laws of the State of [Governing law (state)], without regard to its conflict of laws rules, and any action arising out of it shall be brought in the state or federal courts located in that state; the prevailing Party is entitled to reasonable attorney fees and costs. This Agreement is the entire agreement between the Parties about referrals and supersedes all prior understandings. It may be amended only in a writing signed by both Parties. Referral Partner may not assign this Agreement; Company may assign it to a successor to its business. If any provision is held unenforceable, the remainder continues in effect. Notices shall be in writing and delivered to the addresses above or the email addresses in the execution record. This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorized to bind the Party for whom they sign.
Signatures
Company · Referral partner