Can I execute the exhibit electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states. New York uses ESRA; ensure the signing method meets the state standard and any industry exceptions.

Are witnesses or notarization required?

Typically no for private referral agreements. Notarization is only required if state law or a specific transaction demands it; if a notary is used, follow state RON or in-person notary rules.

What if a referrer changes their tax ID?

Obtain an updated W-9 and suspend payments until correct TIN information is received to avoid backup withholding and reporting errors under IRS rules.

How do I amend an executed exhibit?

Document amendments in writing, have all original parties sign the amendment, and preserve the executed amendment with the original exhibit for auditability.

How long must I keep signed exhibits?

Keep exhibits for at least three years for IRS purposes (IRC §6501(a)); healthcare-related exhibits require six years (45 CFR §164.530(j)). Check state law for longer retention.

How can I revoke or terminate the exhibit?

Follow termination clauses in the exhibit. Provide required notices, complete final reconciliations, and document any post-termination payments or clawbacks according to the agreement.

Electronic Signature
Templates
Miscellaneous
Referral Party Exhibit Agreement

Referral Party Exhibit Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Referral Party Exhibit Agreement

This Referral Party Exhibit Agreement (the Exhibit) is entered into as of Effective Date: by and between Principal Name: and Referral Party Name: .

Recitals

WHEREAS, Principal is engaged in the business of providing products and/or services described in the Master Agreement or related commercial arrangements, and desires to expand referrals for those products and services; and

WHEREAS, Referral Party has the capability to identify and refer prospective clients to Principal in exchange for referral fees under the terms set forth in this Exhibit; and

WHEREAS, the parties intend that this Exhibit govern the referral relationship between them and that referrals and any resulting compensation be governed by the terms below.

Definitions

"Referral" means a prospective client or opportunity identified by Referral Party to Principal in writing in accordance with Section titled Notification and Acceptance. "Referral Fee" means the compensation described in Payment Terms below payable to Referral Party for Accepted Referrals.

Scope of Work

Description of Referral Activities

Notification and Acceptance

Referral Party shall notify Principal of a Referral by submitting a written Referral Notice containing the prospective client's legal name, contact information, summary of needs, and the date of introduction. Referral Notices shall be delivered to the Principal Contact Name: at Principal Contact Email/Phone: .

Principal shall accept or reject a Referral within Acceptance Period (days): days of receipt. An Accepted Referral is a Referral acknowledged in writing by Principal.

Payment Terms

Referral Fee Amount Payment Schedule

Late payments shall accrue interest at the rate of on any undisputed amount outstanding beyond the payment due date. If any payment is disputed in good faith, the undisputed portion shall be paid timely and the parties shall cooperate to resolve the dispute without withholding unrelated payments.

Term and Termination

The term of this Exhibit shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Exhibit for convenience upon written notice delivered at least Notice Period (days): days to the other party. Either party may terminate immediately for material breach by the other party that is not cured within cure period of days following written notice specifying the breach.

Confidentiality

Each party shall maintain in confidence and shall not disclose Confidential Information of the other party except as expressly permitted in writing. "Confidential Information" includes non-public pricing, client lists, referral records, business strategies and any information marked or reasonably understood to be confidential. The obligations of confidentiality shall survive termination of this Exhibit for a period of three (3) years.

Referral Party acknowledges that referral records and client information received from Principal are Confidential Information and shall be used solely to perform referral activities under this Exhibit.

Referral Party Confidentiality Acknowledgment

Referral Party acknowledges and agrees to the confidentiality obligations above.

Independence; Non-Agency

Referral Party acts as an independent contractor for purposes of this Exhibit. Nothing in this Exhibit creates an employment, joint venture or agency relationship and Referral Party has no authority to bind Principal or to make representations or warranties on Principal's behalf.

Governing Law

This Exhibit shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree that the state and federal courts located within that state shall have exclusive jurisdiction over disputes arising under this Exhibit.

Limitation of Liability

Except for breaches of confidentiality, wilful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party under this Exhibit shall not exceed the total Referral Fees actually paid to Referral Party under this Exhibit in the twelve (12) month period preceding the claim.

Entire Agreement; Amendments

This Exhibit, together with any referenced schedules or attachments signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any modification or amendment to this Exhibit must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Exhibit shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be effective upon receipt.

Principal Address Referral Party Address

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Exhibit, that the signatory is authorized to bind the party, and that performance of obligations under this Exhibit will not violate any applicable law or contractual obligation.

Principal

Printed Name:

By:

Date:

Referral Party

Printed Name:

By:

Date:

What a Referral Party Exhibit Agreement Is and when it's used

A Referral Party Exhibit Agreement is an attached exhibit to a primary contract that sets out the terms governing referral arrangements between parties. It documents referral sources, fee schedules or percentage splits, eligible referrals, reporting and tracking obligations, payment timing, confidentiality, and any compliance or licensing conditions. The exhibit clarifies responsibilities, performance metrics, and dispute-resolution processes tied to referral compensation. When executed with the main agreement, the exhibit becomes part of the contractual record and controls how referral fees are calculated, approved, and paid.

Why you include a Referral Party Exhibit Agreement

A clear exhibit reduces disputes by documenting who qualifies as a referrer, exact compensation, payment timing, recordkeeping, and termination mechanics. It preserves audit evidence and supports compliance with tax, licensing, and confidentiality rules.

Typical users and stakeholders

The Referral Party Exhibit Agreement is used by companies and individuals who pay or receive referral fees and need standardized, auditable terms.

Sales and business development teams tracking referral compensation and attribution across channels.
Independent agents or referral partners who require written confirmation of fee rates and payment timing.
Legal, compliance, and accounting teams ensuring payments meet tax reporting and licensing rules.

Use this exhibit whenever referral compensation is recurring, material to revenue, or triggers regulatory or tax reporting obligations.

Who signs and why it matters

Referral Agent

Independent contractor or partner who refers business. The referral agent must confirm identity, tax details, and acceptance of fee terms; accurate contact and taxpayer identification supports payments and 1099 reporting.

Company Representative

Authorized officer or manager who approves referral payments on behalf of the hiring company. This signer verifies company authority, payment approval, and compliance with internal controls and applicable state licensing rules.

Essential elements to include in the exhibit

A professional exhibit lays out who is paid, how payments are calculated, qualifying conditions, reporting cadence, record access, and remedies for disputes or breaches.

Parties

Full legal names and business types for referrer and recipient, including contact details and taxpayer identification to support payments and tax reporting.

Referral Scope

Clear definition of what constitutes a qualifying referral, timeline for referral crediting, and any excluded lead sources or geographic limits.

Compensation Terms

Exact fee amounts, percentage formulas, payment schedule, minimum thresholds, and adjustments for returns or cancellations.

Reporting & Records

Required documentation, cadence for referral reports, reconciliation procedures, and audit rights for both parties.

Compliance

State licensing disclosures, insurance requirements, tax withholding responsibilities, and confidentiality or HIPAA addenda where applicable.

Termination & Remedies

Conditions for early termination, procedures for final accounting, dispute-resolution method, and indemnity or clawback provisions.

Step-by-step: Completing and executing the exhibit

Follow these steps to prepare, approve, and sign the Referral Party Exhibit with a clear audit trail.

01

Draft: Populate parties, scope, fees, and dates.
02

Internal review: Legal and accounting confirm compliance and tax treatment.
03

Send to referrer: Provide exhibit for signature with needed attachments.
04

Execute: Collect signatures and store the signed exhibit.

Configuring a digital workflow for the exhibit

Set up document fields, signer order, authentication, and storage before sending the exhibit for signature.

Field	Configuration
Signature and Date Fields	Place signer blocks and required date fields where signatures belong.
Conditional Fields	Show fee or payment fields only when checkbox or role applies.
Signer Authentication	Use email plus SMS code, KBA, or ID verification for higher assurance.
Storage Location	Designate secure cloud folder and retention policy.

Typical routing and submission path

Understand who receives, approves, and archives the exhibit to keep payments flowing and records auditable.

Prepare: Create exhibit and attach supporting documents.
Approve: Internal approver confirms fee and compliance.
Sign: Primary party then referral party signs electronically.
Store: Archive signed exhibit with audit trail.

Digital signing and delivery considerations

Choose an e-signature platform that supports required authentication, audit trails, and secure storage for the exhibit.

Authentication: Email, SMS, or KBA options.
Audit Trail: IP, timestamp, and action log.
Storage Formats: PDF/A or original file types.

Ensure the chosen platform can produce a verifiable certificate of completion and meet any industry compliance needs such as HIPAA or 21 CFR Part 11.

Key deadlines and timing expectations

Common timing items to track when using a Referral Party Exhibit Agreement.

Effective Date Entry:

Enter on execution; defines when referrals begin to accrue.

Reporting Cadence:

Monthly or quarterly reports reconcile referrals and calculate payments.

Payment Window:

Typical net 30 or net 45 from invoice or reconciliation.

Renewal Notice:

Provide 30 days notice for fee or term renewal changes.

Tax Reporting:

Collect W-9 before payment to avoid backup withholding.

Milestones from draft to payment

Sequential milestones help coordinate approvals, signings, and disbursements for referral payments.

01

Draft Completed

Agreement and exhibit prepared for review.

02

Internal Approval

Legal and finance authorize terms.

03

Execution

Exhibit signed by both parties.

04

First Payment

Initial reconciliation and payment processed.

Common mistakes to avoid

Failing to collect accurate taxpayer identification before payment, which can trigger backup withholding and reporting issues with the IRS.
Using vague compensation language such as 'reasonable fee' instead of a precise formula or fixed amount, causing disputes over calculation.
Neglecting to define what qualifies as a referral or the attribution window, leading to competing claims among referrers.
Overlooking industry-specific rules (for example, real estate license disclosure requirements or HIPAA patient referral constraints) that affect enforceability.

Potential legal and financial risks

Breach Damages: Monetary liability.

Tax Penalties: Backup withholding or IRS fines.

Regulatory Violations: Licensing sanctions possible.

Clawback Exposure: Repayments if referrals disqualified.

Audit Risk: Recordkeeping deficiencies cited.

Reputational Harm: Loss of partner trust.

eSignature vendor comparison for executing exhibits (signNow listed first)

A concise comparison of starting prices and core capabilities that affect how you sign, track, and store Referral Party Exhibit Agreements.

	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	Yes	Yes	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 env/user/yr	Varies	Varies	Varies

Practical examples of exhibit use

Two concise scenarios showing how organizations use a Referral Party Exhibit Agreement to manage payments and compliance.

Real Estate Referral Program

A brokerage attaches an exhibit defining a 25% referral split for closed sales

The clause requires written MLS confirmation within 180 days
The exhibit reduced disputes by clarifying attribution, sped reconciliation, and ensured broker licensing disclosures were captured in writing.

Healthcare Clinic Referrals

A clinic documents referral fees for patient intake with a HIPAA addendum

Fees payable only after eligible services billed
The exhibit aligns payment timing with claims, preserves PHI controls, and supports audits by retaining an auditable signature trail.

Practical tips for accurate and efficient exhibits

Adopt consistent drafting, review, and storage practices to reduce disputes and support tax and regulatory compliance.

Use precise compensation formulas

Express fees as explicit amounts or percentages tied to well-defined revenue items. Include rounding rules, timing for adjustments, and treatment of refunds or chargebacks to avoid ambiguity in payments.

Require tax documentation early

Collect a completed W-9 (or appropriate foreign equivalent) from referral parties before any payment. This prevents backup withholding and supports accurate 1099 reporting at year-end.

Preserve an immutable audit trail

Use an e-signature platform that records signer identity, IP address, and timestamps. Store signed exhibits and attachments in a secure, access-controlled repository for audit readiness.

Standardize review and approval

Route exhibits through a consistent legal and finance approval workflow. Maintain a single template version to reduce drafting variance and speed execution across multiple partners.

Security and compliance checklist

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Detailed signer logs and timestamps

HIPAA Support: BAA available where needed

ESIGN / UETA: Meets U.S. e-signature legal tests

21 CFR Part 11: Controls for FDA-regulated records

Access Controls: Role-based permissions and SSO

Frequently asked questions and practical answers

Answers to common questions about electronic signing, enforceability, notarization, revisions, and recordkeeping for referral exhibits.

Need help? Contact support

Can I execute the exhibit electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states. New York uses ESRA; ensure the signing method meets the state standard and any industry exceptions.
Are witnesses or notarization required?
Typically no for private referral agreements. Notarization is only required if state law or a specific transaction demands it; if a notary is used, follow state RON or in-person notary rules.
What if a referrer changes their tax ID?
Obtain an updated W-9 and suspend payments until correct TIN information is received to avoid backup withholding and reporting errors under IRS rules.
How do I amend an executed exhibit?
Document amendments in writing, have all original parties sign the amendment, and preserve the executed amendment with the original exhibit for auditability.
How long must I keep signed exhibits?
Keep exhibits for at least three years for IRS purposes (IRC §6501(a)); healthcare-related exhibits require six years (45 CFR §164.530(j)). Check state law for longer retention.
How can I revoke or terminate the exhibit?
Follow termination clauses in the exhibit. Provide required notices, complete final reconciliations, and document any post-termination payments or clawbacks according to the agreement.

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