Can this contract be signed electronically?

Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted, provided intent, consent, attribution, and record retention requirements are met.

Do I need a notary or witnesses?

Most referral contracts do not require notarization or witnesses to be enforceable. Notarization may be used for extra evidentiary weight or where a specific state or counterparty requests it.

What tax forms are required for referral payments?

Payments to non-employees are typically reportable on Form 1099-NEC if $600 or more in a calendar year; collect W-9s early and plan for Jan 31 recipient reporting deadlines.

How long should I keep executed agreements?

Retain executed contracts for the term plus at least three years; retain tax-related and certain transactional records per IRC §6501(a) and HIPAA rules where applicable.

What if a referral is disputed?

Follow the contract's dispute resolution clause. Preserve contemporaneous communications, lead records, and timestamps from eSignature audit trails to support your position.

When is a HIPAA addendum necessary?

If a referral involves protected health information, include a business associate agreement or appropriate privacy addendum to meet HIPAA obligations and avoid regulatory risk.

Electronic Signature
Templates
Miscellaneous
Referral Service Contract

Referral Service Contract

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

REFERRAL SERVICE CONTRACT

This Referral Service Contract (the Agreement) is made and entered into as of Effective Date: between the parties identified below.

Parties

Company Name Company Address Company Contact (email or phone) Referrer Name Referrer Address Referrer Contact (email or phone)

Recitals

WHEREAS, Company offers products and/or services in its ordinary course of business and seeks introductions to prospective clients that may purchase such products or services;

WHEREAS, Referrer has relationships or access to prospective clients and is willing to refer such prospective clients to Company in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth the terms under which Company will compensate Referrer for qualified introductions that result in transactions between Company and referred prospective clients.

Scope of Work

Referrer shall use commercially reasonable efforts to introduce prospective clients to Company. A referral is considered a "Qualified Referral" only if Referrer provides Company with the prospective client's name and contact information and Company engages in good faith negotiations that result in a Sale as defined below. The specific activities to be performed by Referrer are described below:

Compensation and Payment Terms

Referral Fee: Company shall pay Referrer a fee (the Referral Fee) for each Qualified Referral that results in a completed sale or contract between Company and the referred client ("Sale"). The Referral Fee shall be:

Fee Type (select applicable) Percentage of transaction value Fixed amount per qualified referral If percentage, enter rate If fixed amount, enter amount

Payment Schedule: Company shall pay the Referral Fee within days after Company's receipt of payment from the referred client for the Sale. If Company requires an initial deposit or staged payments, the Referral Fee shall be calculated and paid in proportion to amounts actually received by Company.

Late Payment Charge

Conditions of Payment: Referral Fee is payable only on amounts actually collected by Company from the referred client and excludes refunds, chargebacks, taxes collected on behalf of taxing authorities, or amounts attributable to the referred client's breaches. Company will provide Referrer with reasonable documentation supporting the payment.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of the breach.

Survival: Termination shall not affect obligations to pay Referral Fees for Qualified Referrals made prior to termination that result in Sales within months following termination.

Confidentiality

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" includes non-public business, financial, pricing and client information disclosed in connection with this Agreement but excludes information that is (i) generally known to the public other than by breach of this Agreement, (ii) independently developed by the recipient, or (iii) required to be disclosed by law or court order subject to prior notice to the disclosing party to seek protective measures.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years.

Representations; Independent Contractor; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Referrer is an independent contractor and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Referrer shall not incur any obligations on behalf of Company without Company's prior written consent.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim, loss, liability or expense arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiations between senior representatives of the parties. If the dispute is not resolved within 30 days, the parties may pursue any available remedies in a court of competent jurisdiction located in the chosen governing state.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. Notices shall be given in writing to the addresses provided above.

Exhibit A — Referred Client Information (optional)

Company Name:

By:

Date:

Referrer Name:

By:

Date:

What a Referral Service Contract Is and when it's used

A Referral Service Contract is a written agreement between a referrer and a recipient that sets out how referrals will be made, credited, and compensated. It defines who will provide introductions or leads, the scope of services covered, any exclusivity, payment or commission terms, performance metrics, confidentiality obligations, and the contract term. Parties commonly use these agreements to avoid dispute over fees, protect client privacy, and document required disclosures. The contract can be executed on paper or electronically and should clearly identify responsibilities for recordkeeping and regulatory compliance.

Why documenting referrals matters

A clear Referral Service Contract reduces misunderstandings, clarifies payment expectations, and allocates liability. It creates evidence of agreed terms for tax reporting and dispute resolution and supports regulatory compliance where referrals touch healthcare, finance, or consumer transactions.

Who commonly relies on Referral Service Contracts

Typical users come from sales, professional services, and regulated industries seeking clarity and auditability.

Real estate brokers and agents who share leads across brokerages and need documented commission splits.
Healthcare providers and clinics arranging patient referrals where privacy and fee arrangements matter.
Business development or sales teams that outsource lead generation and need clear payment criteria.

Parties range from sole proprietors to enterprises; tailor terms to the industry and transaction risk.

Essential clauses every Referral Service Contract should include

A professional contract is concise but complete: identify parties, define referral scope, specify compensation and timing, set term and termination rules, allocate confidentiality and liability, and provide signature blocks and record retention expectations.

Parties

Full legal names and entity types for referrer and recipient plus contact information and authorized signers to avoid ambiguity about who may bind each party.

Scope

Precise description of covered referrals, geographic limits, excluded clients, and what constitutes an approved or qualified referral for commission purposes.

Compensation

Fee structure, payment timing, invoicing rules, prorations, caps, clawbacks for cancellations, and whether payments trigger 1099 reporting.

Term & Termination

Effective date, renewal mechanics, notice periods, termination for cause or convenience, and post-termination obligations such as final accounting.

Confidentiality

Nondisclosure obligations for referred client information, permitted disclosures, duration of confidentiality, and HIPAA addenda if health information is involved.

Liability & Indemnity

Limits on damages, indemnification scope for misrepresentations, and allocation of responsibility for regulatory compliance and third-party claims.

Step-by-step: completing and executing the contract

Follow a clear sequence to collect data, confirm terms, and finalize signatures.

01

Gather information: Collect legal names, addresses, tax IDs, and contact details.
02

Draft key terms: Define scope, fee, payment triggers, and termination conditions.
03

Legal review: Have counsel review regulatory or tax implications before signing.
04

Execute and distribute: Sign online or in person, then archive executed copies for both parties.

Configuring an online workflow for electronic completion

Set up fields and authentication to match the contract's risk profile and compliance needs.

Field	Configuration
Signature Method	Click-to-sign or certificate-based depending on enforceability needs
Authentication Level	Email link for low-risk, SMS code or ID verification for higher-risk deals
Routing Order	Sequential or parallel routing based on signatory roles
Notifications	Email reminders and completion receipts for audit purposes

Choosing digital delivery and storage options

Use an eSignature platform that supports your required authentication, formats, and integrations.

File formats: PDF, DOCX accepted
Integration: CRM and cloud storage links
Authentication: Email, SMS, or KBA

Ensure the platform preserves an audit trail, secures documents with TLS/AES encryption, and allows export to your records system for long-term retention.

Typical routing and submission flow for a Referral Service Contract

A predictable flow helps ensure timely signature, payment, and recordkeeping.

Prepare document: Upload finalized contract and place required fields.
Assign signers: Add authorized signer emails and roles.
Send for signature: Dispatch via secured link or routed envelope.
Archive executed copy: Store signed PDF and audit trail in records.

Common timelines, deadlines, and processing expectations

Set explicit response and payment deadlines in the contract to reduce disputes and enable timely tax reporting.

Referral response window:

Specify how long a referral remains valid, commonly 30–90 days.

Payment due date:

Define payment terms such as Net 30 from invoice or client payment.

Invoice submission:

Require invoices within a set period, often 30 days after payment trigger.

Renewal or extension notice:

Require written notice for renewal, typically 30–60 days before expiration.

Tax reporting calendar:

Collect W-9s and report fees on 1099-NEC where applicable by Jan 31.

Key milestones from agreement to payment

Track and document each milestone to enforce payment and performance obligations.

01

Drafting complete

Agreement finalized and approved by both parties.

02

Execution

Agreement signed by authorized representatives.

03

Referral delivered

Referrer provides required client contact and documentation.

04

Payment processed

Recipient pays referral fee per agreed trigger and terms.

Common mistakes to avoid when preparing a Referral Service Contract

Using vague referral definitions that lead to disputes over whether a lead qualifies for payment.
Failing to capture accurate taxpayer information (W-9) which can trigger backup withholding.
Omitting payment triggers or timing, causing late payment disputes and accounting complications.
Neglecting industry-specific compliance such as HIPAA or anti-kickback considerations when applicable.

Primary risks and consequences of an incorrect contract

Breach damages: Monetary liability for contract breaches or unpaid commissions.

Tax reporting risk: Incorrect or missing 1099 reporting and potential penalties.

Regulatory exposure: Risk under healthcare or finance rules if referrals violate statutes.

Confidentiality breach: Liability for improper disclosure of client information.

Missing signatures: Reduced enforceability without required signatures or consent.

Recordkeeping fail: Inability to produce records during an audit or dispute.

Comparing eSignature vendors for signing Referral Service Contracts

Price and feature needs differ by volume and compliance requirements; the table summarizes common comparison points with signNow listed first.

	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 (Premium+)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Use-case examples for Referral Service Contracts

Two short examples show common structures and outcomes for clarity when drafting your own agreement.

Healthcare Clinic Referral

A community clinic and a specialty provider agree on referral fees and HIPAA safeguards.

The fee is payable upon completed service invoice.
The contract includes a patient consent requirement, a HIPAA addendum, and a 6-year retention practice to align with regulatory obligations and audit readiness.

Real Estate Lead Sharing

Two brokerages agree to share leads from out-of-area referrals and set a percentage commission.

Commission triggers on closed sale with proof of procuring cause.
The agreement specifies tracking procedures, a 90-day validity window for leads, and final settlement within 30 days of closing.

Practical tips for accurate, enforceable referral agreements

Adopt these practices to reduce disputes, simplify accounting, and ensure regulatory compliance.

Be specific about qualification

Define precisely what makes a referral 'qualified' including required contact info, buyer readiness indicators, and any exclusion lists to prevent ambiguity and downstream disagreements.

Document payment mechanics

Specify gross vs net calculations, prorations, credits for returns or cancellations, and who bears transaction fees to avoid disputes over final payment amounts.

Collect tax information early

Require a completed W-9 from referrers and determine 1099-NEC reporting obligations to streamline year-end tax compliance and avoid backup withholding.

Use electronic signatures with audit trail

Capture signer identity, timestamps, and IP addresses. Keep reproduction-ready signed records and an immutable audit trail to support enforceability under ESIGN and UETA.

Frequently asked questions about Referral Service Contracts

Answers to common practical and legal questions when preparing, signing, and storing referral agreements.

Need help? Contact support

Can this contract be signed electronically?
Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted, provided intent, consent, attribution, and record retention requirements are met.
Do I need a notary or witnesses?
Most referral contracts do not require notarization or witnesses to be enforceable. Notarization may be used for extra evidentiary weight or where a specific state or counterparty requests it.
What tax forms are required for referral payments?
Payments to non-employees are typically reportable on Form 1099-NEC if $600 or more in a calendar year; collect W-9s early and plan for Jan 31 recipient reporting deadlines.
How long should I keep executed agreements?
Retain executed contracts for the term plus at least three years; retain tax-related and certain transactional records per IRC §6501(a) and HIPAA rules where applicable.
What if a referral is disputed?
Follow the contract's dispute resolution clause. Preserve contemporaneous communications, lead records, and timestamps from eSignature audit trails to support your position.
When is a HIPAA addendum necessary?
If a referral involves protected health information, include a business associate agreement or appropriate privacy addendum to meet HIPAA obligations and avoid regulatory risk.

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