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Referral Fee Agreement Template
Define referral eligibility, fee terms, and payout rules with this Referral Fee Agreement Template.
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Referral Fee Agreement Template
This Referral Fee Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
Company/Recipient: [Recipient Legal Name], with an address at [Address] (“Recipient”).
Referrer: [Referrer Legal Name], with an address at [Address] (“Referrer”).
Recipient and Referrer may be referred to individually as a “Party” and collectively as the “Parties.”
1. Purpose and Term
1.1 Purpose. Referrer will introduce prospective customers (“Leads”) to Recipient for: [Describe services/products].
1.2 Term. This Agreement begins on the Effective Date and continues until terminated under Section 10.
2. Referral Process
2.1 How Referrals Are Submitted. Referrals must be submitted by: ☐ Email ☐ Form/portal ☐ CRM entry ☐ Other: [Method].
2.2 Required Information. Each referral must include: lead name, contact info, company (if applicable), and brief needs summary.
2.3 Recipient Acceptance. Recipient may accept or reject any referral in its discretion.
2.4 No Authority. Referrer has no authority to bind Recipient or make promises on Recipient’s behalf.
3. Qualified Referral
3.1 Definition. A referral is “Qualified” if:
The Lead is not an existing customer or active prospect of Recipient as of the referral date, and
The Lead signs a contract or completes a purchase within [__] days of referral submission, and
Recipient receives payment of at least $[__] (if applicable).
3.2 Exclusions. Referrals are not Qualified if:Generated through paid advertising by Referrer unless approved in writing
Submitted without required information
The Lead was already in Recipient’s CRM or pipeline
The Lead is a reseller/affiliate already partnered with Recipient (if applicable)
4. Referral Fee
4.1 Fee Structure. Referral fee is:
☐ Flat fee of $[] per Qualified Referral
☐ []% of Net Revenue collected from the Qualified Referral
☐ Tiered fees: [Define tiers]
☐ Other: [Structure]
4.2 Net Revenue (If Used). Net Revenue means amounts actually received by Recipient minus: refunds, chargebacks, taxes collected/remitted, and payment processor fees (if applicable).
4.3 Fee Cap (Optional). Maximum referral fee per Lead: $[__].
4.4 No Double Payment. No referral fee is owed if another referrer submitted the same Lead first (unless agreed otherwise in writing).
5. When the Fee Is Earned and Paid
5.1 Earned. The fee is earned when: ☐ Contract is signed ☐ First payment is received ☐ After refund window of [] days ☐ Other: [Trigger].
5.2 Payment Timing. Recipient will pay within [] days after the fee is earned.
5.3 Payment Method. Payments will be made by: ☐ ACH ☐ Bank transfer ☐ Check ☐ PayPal ☐ Other: [Method].
5.4 Refunds/Chargebacks. If a transaction is refunded or charged back within [__] days, the referral fee: ☐ Is not owed ☐ Must be repaid ☐ Will be offset from future fees.
6. Reporting and Records
6.1 Referral Reporting. Recipient will provide a referral report: ☐ Monthly ☐ Quarterly ☐ Upon request, showing Qualified Referrals and fees due.
6.2 Confidentiality of Reports. Reports are confidential and may be used only to verify fees.
6.3 Audit (Optional). Referrer may request reasonable verification no more than [__] times per year.
7. Compliance and Restrictions
7.1 Legal Compliance. Each Party will comply with applicable laws, including marketing, privacy, and anti-bribery rules.
7.2 No Misrepresentation. Referrer will not make misleading claims about Recipient’s services or pricing.
7.3 No Spam. Referrer will not use unsolicited bulk messages unless permitted by law and Recipient’s written approval.
7.4 Disclosure (Optional). Referrer will disclose the existence of a referral relationship to Leads where required.
8. Confidentiality (Optional)
8.1 Confidential Information. Customer lists, pricing, strategies, and referral reports are confidential.
8.2 Permitted Disclosure. Disclosure is allowed to advisors or as required by law.
9. Non-Solicitation (Optional)
9.1 Non-Solicitation. During the Term and for [__] months after, Referrer will not solicit Recipient’s customers introduced under this Agreement for competing services, except: [Exceptions].
10. Termination
10.1 Termination for Convenience. Either Party may terminate with [] days’ written notice.
10.2 Termination for Cause. Either Party may terminate for material breach not cured within [] days after notice.
10.3 Post-Term Fees. Fees remain payable for Qualified Referrals submitted before termination that convert within [__] days after termination, unless excluded.
11. Miscellaneous
11.1 Independent Contractors. The Parties are independent contractors.
11.2 No Partnership. This Agreement does not create a partnership, joint venture, or employment relationship.
11.3 Governing Law. This Agreement is governed by the laws of [State/Country].
11.4 Entire Agreement. This Agreement is the entire agreement about referral fees between the Parties.
11.5 Amendments. Amendments must be in writing and signed by both Parties.
11.6 Notices. Notices must be sent to the addresses above.
Signatures
By signing below, the Parties agree to this Referral Fee Agreement as of the Effective Date.
Recipient: [Recipient Legal Name]
Authorized Signatory: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
Referrer: [Referrer Legal Name]
Authorized Signatory: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
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Referral Fee Agreement Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
REFERRAL FEE AGREEMENT TEMPLATE FAQ
What is a referral fee agreement?
A Referral Fee Agreement is a contract where one party agrees to pay another party a fee for referring customers, leads, or business opportunities. It defines what counts as a valid referral, the fee structure, and when the fee is earned and paid.
Are referral fees always allowed?
Not always. Some industries (especially legal, healthcare, insurance, and regulated financial services) restrict or prohibit referral fees. Even where allowed, there may be disclosure requirements. This template is a general business template and should be adapted to the rules of your industry and location.
What makes a referral “qualified”?
Qualified referrals are usually defined by objective criteria: a new customer, a signed contract, payment received, or a minimum purchase amount. The agreement should also address exclusions, like existing customers, affiliates, or referrals generated through paid ads.
How do you calculate and pay the referral fee?
Common structures include a flat fee per qualified referral, a percentage of revenue collected, or a tiered structure. The agreement should define the payment schedule, how refunds/chargebacks affect the fee, and whether there’s a cap.
Should the agreement include non-solicitation or confidentiality?
Often yes. Confidentiality protects customer and pricing information, and a non-solicitation clause can prevent the referrer from bypassing the recipient’s relationship. This template includes optional clauses for both.
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