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Legal Finders Agreement

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LEGAL FINDERS AGREEMENT

This Legal Finders Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with an address at ("Client"), and Finder Name: with an address at ("Finder").

RECITALS

WHEREAS, Client seeks introductions, leads, or contacts reasonably likely to result in a legal engagement, transaction, referral, or business relationship described as: (Transaction); and

WHEREAS, Finder has represented that Finder has the experience, contacts, and ability to identify and introduce Prospects to Client and is willing to perform the services on the terms set forth below; and

WHEREAS, Client desires to engage Finder to identify and introduce Prospects on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Definitions

1.1 "Prospect" means any person, firm, corporation, government entity, or other party introduced by Finder to Client that engages in negotiations or enters into a Compensable Transaction with Client within the period specified in Section 8.

1.2 "Compensable Transaction" means any engagement, retainer, contract, sale, referral, financing, merger, acquisition, or other transaction between Client and a Prospect that results directly from Finder's introduction and for which Client receives fees, revenues, or other material consideration.

2. Engagement

2.1 Engagement. Client hereby engages Finder on a Non-Exclusive Exclusive basis to identify and introduce Prospects in accordance with this Agreement. Finder accepts such engagement and will use reasonable efforts to introduce Prospects.

3. Finder Duties

3.1 Authority. Finder shall act solely as an independent contractor and shall have no authority to bind Client by contract or otherwise. Finder shall not render legal advice to Client unless separately engaged to do so in writing.

3.2 Performance. Finder will use commercially reasonable efforts to identify and make introductions to potential Prospects, provide contact information, and facilitate initial communications between Client and the Prospect. Finder shall maintain records of introductions and will provide such records to Client upon request.

4. Client Obligations

4.1 Cooperation. Client will cooperate with Finder, provide necessary background information, and reasonably consider introductions made by Finder. Client retains sole discretion to accept or reject any Prospect.

5. Fees and Compensation

5.1 Finder Fee. In consideration for Finder's introductions that result in a Compensable Transaction, Client shall pay Finder a fee as follows: Success Fee: % of fees/revenue paid to Client from the Compensable Transaction; and/or Fixed Fee: (currency as agreed). The parties agree that the Success Fee applies to the first following the date of the initial introduction unless otherwise agreed in writing.

5.2 Payment Trigger. A fee becomes due and payable upon the earlier of (a) execution of a binding agreement between Client and a Prospect arising from Finder's introduction; or (b) receipt by Client of material consideration from the Prospect. Payment shall be made within days of the triggering event.

6. Payment Terms; Records; Taxes

6.1 Invoicing. Finder will deliver invoices itemizing the applicable fees. Client shall pay undisputed portions of invoices when due. Disputes shall be raised in good faith and resolved promptly.

6.2 Taxes. Each party is responsible for its own taxes, except that Client shall withhold and remit any taxes required by applicable law from payments to Finder and shall provide evidence of such withholding upon request.

7. Confidentiality

7.1 Confidential Information. "Confidential Information" includes non-public information disclosed by one party to the other in connection with this Agreement. The receiving party shall keep Confidential Information confidential and shall not disclose it except to employees, agents, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

7.2 Exclusions. Confidential Information does not include information that is (a) publicly available without breach; (b) already known by the receiving party prior to disclosure; or (c) rightfully obtained from a third party without restriction.

8. Non-Circumvention

8.1 Non-Circumvention. Client agrees not to circumvent or attempt to circumvent Finder to avoid payment of fees to Finder for any Compensable Transaction arising from Finder's introduction for a period of following the date of introduction. This obligation survives termination of this Agreement for the stated period.

9. Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

9.2 Termination. Either party may terminate this Agreement for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay Finder fees that accrued prior to termination or that result from introductions made prior to termination within the periods set forth herein.

10. Representations and Warranties

10.1 Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement does not violate any other agreement to which it is a party.

11. Indemnification

11.1 Client Indemnity. Client shall indemnify, defend, and hold Finder harmless from and against any losses, liabilities, damages, claims, and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, wilful misconduct, or the underlying Compensable Transaction, except to the extent caused by Finder's gross negligence or willful misconduct.

11.2 Finder Indemnity. Finder shall indemnify Client for claims arising from Finder's gross negligence, willful misconduct, or material breach of its representations and warranties.

12. Limitation of Liability

12.1 Except for liabilities arising from a party's fraud, gross negligence, or willful misconduct, in no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable to Finder under this Agreement in the twelve (12) months preceding the claim.

13. Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or reputable overnight courier service and shall be effective upon receipt.

14. Amendments; Waiver; Counterparts

14.1 This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

14.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. Governing Law; Entire Agreement; Severability

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by Client and Finder at the time of execution: , without regard to its conflicts of law principles.

15.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, or arrangements.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that as closely as possible effects the parties' intent.

Miscellaneous

The parties acknowledge that Finder's compensation is an essential inducement to this Agreement and that monetary damages may be inadequate remedy for breach of the non-circumvention or confidentiality obligations. The parties agree that equitable relief, including injunctive relief, may be sought in addition to any other remedies.

Client Printed Name:

Finder Printed Name:

By:

By:

Date:

Title/Capacity:

Title/Capacity:

Enter text✕

What a Legal Finders Agreement Is

A Legal Finders Agreement is a contract used to document the terms under which a finder, intermediary, or referral source introduces potential clients, matters, or business opportunities to a law firm, attorney, or legal services provider in exchange for a fee or commission. The agreement defines the scope of introductions, qualifying criteria for a payable referral, payment timing and calculation, confidentiality obligations, conflicts-of-interest disclosures, and termination provisions. It also allocates responsibilities for compliance with client intake rules and applicable state ethics opinions governing fee-splitting and referral arrangements.

Why Use a Legal Finders Agreement

Use a Legal Finders Agreement to set clear expectations about referral fees, protect client confidentiality, document who qualifies as a payable lead, and reduce disputes over compensation. It supports compliance with state ethics rules and provides enforceable payment terms.

Why Use a Legal Finders Agreement

Who Typically Uses This Agreement

Typical users include individual finders, referral agencies, law firms, and corporate legal departments coordinating introductions and handling referral arrangements.

  • Independent finders: individuals who introduce prospective clients to attorneys for a commission.
  • Referral agencies: firms that manage batch introductions and maintain qualification records for payable leads.
  • Law firms/in-house counsel: recipients who verify client conflicts, accept introductions, and process payments per agreement.

The agreement clarifies roles and reduces ethical and billing disputes between referrers and recipient legal parties.

Typical Parties and Their Roles

Independent Finder

An individual or small firm that locates potential clients and offers introductions under agreed terms. Should verify client interest before referral, disclose any conflicts, and comply with state ethics opinions on fee-sharing and solicitation to avoid professional discipline.

Law Firm Recipient

The law firm or attorney receiving referrals that must screen for conflicts, obtain client consent, document the origin of the lead, and process any finder fees in compliance with state bar rules. Maintain records for audit and fee payment traceability.

Essential Sections Every Agreement Should Include

Core sections a professional Legal Finders Agreement should include to protect both referrer and recipient and ensure enforceability and ethical compliance.

Parties

Identify the finder and recipient by legal name, address, and contact. State whether the finder is an independent contractor or agency and include taxpayer identification for payment processing.

Scope

Define the types of matters or clients that qualify as referrals, geographic limits, and any exclusions such as existing leads or matters already pursued by the recipient.

Payment

Specify fee calculation (flat, percentage, tiered), payment triggers (engagement, retainer, closing), timing, invoice process, withholding or backup withholding obligations, and remedies for nonpayment or disputed referrals.

Qualifications

List how a referral is qualified (contact made, engagement signed, matter type), required supporting documentation, procedures for verification, and any exclusivity or expiration period for the finder.

Confidentiality

Require nondisclosure of client data and sensitive case details, address permitted disclosures to comply with ethical rules, specify data handling and retention expectations, and require reasonable security measures.

Termination

Set termination rights and required notice periods, define treatment of pending or pending-to-be-qualify referrals, establish post-termination compensation for qualifying matters, and specify dispute resolution and governing law.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II, ISO 27001, PCI DSS
HIPAA BAA: BAA available for covered entities
ESIGN/UETA: Compliant with ESIGN and UETA
Audit Trail: Tamper-evident logs with timestamps
Authentication: 2FA, SSO, SMS code options

Step-by-Step: Completing and Executing the Agreement

Follow this sequential checklist to complete and execute a Legal Finders Agreement accurately and in compliance with ethical rules.

  • 01
    Upload Agreement: Prepare final draft in PDF or DOCX.
  • 02
    Fill Fields: Complete all required fields and dates.
  • 03
    Add Signers: Specify signer roles and signing order.
  • 04
    Send for Signature: Use e-signature with authentication and audit trail.

Recommended Online Workflow Settings

Configure online workflow fields and signer authentication for predictable routing and recordkeeping of referrals and fee payments.

Field Configuration
Signing Order Sequential or parallel signer flow.
Authentication Level Email, SMS code, or ID verification.
Conditional Fields Show payment fields only when payable.
Document Retention Set retention and audit log policies.

Typical Process from Referral to Payment

Typical routing from referral to payment uses defined steps to verify, accept, and compensate the finder while preserving audit evidence.

  • Referral Submitted: Finder sends referral details to recipient.
  • Conflict Check: Recipient screens for conflicts and suitability.
  • Engagement: Client engagement triggers payable status.
  • Payment: Process fee per agreement terms.

Platform and Integration Requirements

Choose platforms that support secure e-signing, audit trails, conditional fields, and integrations with CRM and document storage.

  • Formats: PDF, DOCX, and templates supported
  • Integrations: Salesforce, NetSuite, Google Workspace etc.
  • Access Controls: SSO, role permissions, audit logs

eSignature Pricing and Feature Comparison

This vendor comparison summarizes typical pricing and feature differences relevant when e-signing Legal Finders Agreements; signNow appears first per table order rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Key Risks and Potential Penalties

Ethics Violations: Unlawful fee-splitting penalties
Unenforceable Fees: State bar may void payment
Tax Reporting: Incorrect 1099 triggers penalties
Contract Disputes: Delay or litigation costs
Data Breach: HIPAA/CCPA exposure risk
Termination Risk: Lost future referrals and fees

Common Preparation Mistakes to Avoid

  • Vague payment triggers: failing to specify exactly when the finder earns a fee often causes disputes and delayed or withheld payments.
  • No conflict screening: neglecting to require a pre-referral conflict check can create ethical violations and force the recipient to decline a client.
  • Missing tax details: not collecting or recording taxpayer identification causes backup withholding and IRS information return penalties.
  • Improper signing: unsigned or improperly executed agreements, including absent capacity statements, reduce enforceability and complicate payment collection.

Practical Best Practices for Reliable Agreements

Adopt consistent drafting and intake processes to limit risk, speed payment, and preserve ethical compliance when using Legal Finders Agreements.

Use clear fee calculation methods
Specify whether fees are flat, percentage-based, tiered, or contingent, include sample calculations, state how disputes over amounts are resolved, and define documentary proof required to substantiate payable referrals and timeline for payment.
Require documented conflict checks before referral
Include an express obligation for the recipient to run a conflict check before accepting a referral, require contemporaneous documentation of the search, and specify steps if a conflict prevents engagement to protect both parties.
Document payments, invoices, and tax reporting
Record every payment, issue appropriate 1099s to independent finders, retain invoices and proof of payment, and consult tax counsel for complex arrangements to avoid IRC §6721 penalties and backup withholding when TINs are missing.
Preserve audit-ready records and retention
Maintain executed agreements, correspondence, proof of introduction, conflict-check logs, invoices, and payment records in a tamper-evident archive for applicable retention periods. This supports ethics inquiries, audits, and potential fee disputes.

Realistic Use Scenarios

Examples showing how Legal Finders Agreements are used in practice across industries and common outcomes.

Private Law Firm

A solo practitioner contracts with a local lead generator to receive introductions to potential clients for contingency personal injury cases.

  • Payment is a percentage of collected fees.
  • The agreement defines qualifying criteria, requires the recipient to run a conflict check, sets payment triggers when fees are collected, and documents supporting records to ensure compliance with state bar fee-splitting rules.

Corporate Legal Department

A corporation's business development team refers dispute-resolution matters to outside counsel under a standard finder arrangement for specialized regulatory investigations.

  • Flat fee per accepted matter covers introduction.
  • The agreement specifies documentation required for payable status, includes confidentiality protections for sensitive investigations, and sets an expedited invoicing and payment timeline to align with corporate procurement and legal department processes.

Frequently Asked Questions and Practical Answers

Answers to common questions about enforceability, notarization, e-signature validity, required fields, and signature authority for Legal Finders Agreements.


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