Is an e-signature valid?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and record retention are present. Exceptions include certain negotiable instruments and testamentary documents.

When is notarization required?

Notarization is rarely required for referral agreements, but specific transactions or state rules may demand notarized signatures or witness attestations. Remote online notarization (RON) is permitted in most states subject to identity proofing and audio-video record retention requirements.

How should referral fees be reported?

Compensation paid to non-employees may require Form 1099 reporting. Confirm recipient TINs carefully; incorrect information can lead to backup withholding (24%) and penalties under IRC §6721 for faulty information returns.

Can the agreement be assigned?

Assignment depends on the contract language. Include explicit assignment or prohibition clauses and consent mechanisms. Without clear terms, assignment may be restricted and could affect compensation and confidentiality obligations.

How do I amend the agreement?

Document amendments in writing and obtain signatures from authorized representatives. Specify effective dates, the scope of changes, and whether prior obligations survive; retain executed amendments with the original agreement for evidentiary purposes.

What remedies exist for breach?

Remedies vary by clause: cure periods, liquidated damages, or injunctive relief. Consider mediation or arbitration to limit litigation costs and include governing law and venue clauses to reduce procedural uncertainty.

Electronic Signature
Templates
Miscellaneous
Referral Services Agreement

Referral Services Agreement

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

REFERRAL SERVICES AGREEMENT

This Referral Services Agreement ("Agreement") is entered into as of by and between:

Referrer Name: Referrer Address: Referrer Entity Type (check one):

Individual Corporation Limited Liability Company Other

Company Name (Party receiving referrals): Company Address:

RECITALS

WHEREAS, Referrer has established contacts and relationships with prospective clients and possesses the ability to introduce potential clients to Company for the purpose of obtaining certain goods or services; and

WHEREAS, Company desires to engage Referrer to identify and introduce prospective clients under the terms set forth below, and Referrer is willing to make such introductions in accordance with this Agreement.

WHEREAS, the parties intend for Referrer to act solely as an independent referral source and not as an agent or representative authorized to bind Company.

SCOPE OF WORK

Referrer will use commercially reasonable efforts to identify, solicit and introduce prospective clients to Company. Referrer shall provide a description of referral activities, target markets and expected deliverables below.

Describe Referral Services:

PAYMENT TERMS

In consideration for referrals resulting in an executed transaction between Company and a referred client, Company shall pay Referrer a referral fee as set forth below. Referral fees are earned upon execution of the Company's agreement with the referred client and receipt of payment by Company from that client, unless otherwise stated herein.

Referral Fee (select basis):

Percentage of gross revenue: % Fixed fee per closed client:

Payment Schedule and Invoicing:

Late payments shall incur interest at the rate of % per month or the maximum permitted by applicable law, whichever is less, calculated from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

During the term of this Agreement and for a period of two (2) years thereafter, each party shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure by the disclosing party; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, agents or contractors who have a need to know, provided such persons are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

RELATIONSHIP OF PARTIES; COMPLIANCE

Referrer shall perform all services as an independent contractor. Nothing in this Agreement gives either party the authority to act as agent for the other or to bind the other in any respect. Referrer shall comply with applicable laws and shall be solely responsible for all taxes, withholdings and other statutory obligations related to fees paid to Referrer.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. Except for liability related to willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for indirect, special, consequential or punitive damages.

TAXES

All fees payable to Referrer are exclusive of taxes. Referrer is responsible for reporting and paying any taxes imposed on amounts paid to Referrer, including income taxes and self-employment taxes. Company may withhold taxes where required by law.

NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address designated by written notice. Notices shall be effective upon receipt.

Primary Contact for Referrer: Primary Contact for Company:

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 law principles. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating any legal proceeding.

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, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Referrer (Print Name):

By:

Date:

Company (Print Name):

By:

Date:

What a Referral Services Agreement Covers

A Referral Services Agreement is a contract in which one party (the referrer) agrees to introduce potential clients, customers, or leads to another party (the recipient) in return for a fee, commission, or other consideration. The document defines the scope of permitted referrals, lead qualification criteria, compensation formula, invoicing and payment mechanics, confidentiality obligations, and performance expectations. It also allocates risk, sets termination rights, and specifies governing law and dispute-resolution procedures, reducing ambiguity that can otherwise lead to disputes or regulatory compliance issues.

Why a Written Agreement Matters

A clear Referral Services Agreement documents payment triggers, reporting responsibilities, and compliance requirements, reducing misunderstanding and litigation risk while clarifying each party's duties and remedies.

Who Typically Uses This Agreement

Typical users include businesses that generate leads, professional referrers, and service providers needing clear payment and compliance terms.

Independent sales agents and affiliate marketers who earn commissions on successful referrals.
Software vendors and SaaS partners formalizing recurring channel referral arrangements and revenue share terms.
Professional services firms (legal, accounting, consulting) documenting referral sources and payment procedures.

Execute this agreement when referrals create compensable business value and parties require documented payment, confidentiality, and performance provisions.

Essential Sections to Include

Include core clauses that define scope, compensation, compliance, confidentiality, termination, and remedies to reduce disputes and regulatory risk.

Parties

Identify referrer and recipient by full legal names, business types, addresses, and authorized signatories; this ensures enforceability and correct tax reporting.

Referrals Scope

Define what counts as a referral, lead qualification criteria, excluded client groups, territorial limits, and whether referrals are exclusive or non-exclusive.

Compensation

Specify fee formula (flat fee, percentage, tiered), payment triggers, invoicing procedures, timing, and whether fees apply to renewals or recurring revenue.

Compliance

Address licensing obligations, prohibited inducements, data privacy rules, and include industry-specific addenda such as HIPAA or state broker requirements.

Confidentiality

Detail non-disclosure obligations, permitted disclosures, duration of confidentiality, and procedures for handling referred-party personal data or proprietary information.

Termination

State termination events, notice periods, post-termination payment rights for pending leads, survival clauses, and chosen dispute-resolution methods and governing law.

Step-by-Step: Completing and Executing the Agreement

Follow these steps to complete and execute a Referral Services Agreement accurately and securely online.

01

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

Define scope: Specify eligible referrals, exclusions, and any geographic or client-class limitations.
03

Set compensation: Define fee formula, payment timing, invoicing, and tax reporting responsibilities.
04

Sign and file: Execute with authorized signatures and retain executed copies per the retention policy.

Online Workflow Configuration for Signing

Configure your online workflow to match the agreement's signing order, authentication needs, and retention rules.

Field	Configuration
Document Type	Referral Services Agreement PDF or DOCX with embedded fields
Authentication Level	Email link; optional SMS code or two-factor for higher assurance
Signing Order	Sequential: referrer first, recipient second, or simultaneous as contract requires
Retention Setting	Retain signed PDF and audit trail for the required retention period

Typical eSigning Flow

This is the typical e-signing flow when sending a Referral Services Agreement for execution online.

Upload: Upload the finalized agreement as a PDF or DOCX file.
Place fields: Add signature, date, and initial fields for each party where required.
Send: Deliver the document via email or secure signing link to each signer.
Complete: Signers authenticate as configured and sign; the system captures an audit trail.

Technical and Compliance Platform Needs

Use an eSignature platform that supports audit trails, secure storage, and authentication consistent with ESIGN and UETA.

File Formats: PDF, DOCX, and HTML supported.
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace.
Security: TLS 1.2/1.3 and AES-256 encryption.

Key Timelines and Deadlines to Track

Common deadlines and timelines associated with Referral Services Agreements cover payment, reporting, and notice periods.

Payment Due Date:

Typically due within 30–60 days after client conversion or invoice receipt, as specified in the agreement.

Tax Reporting:

Referral fees may require Form 1099 reporting; recipients should expect Jan 31 deadlines for recipient copies.

Notice of Termination:

Contractual notice periods commonly range from 30 to 90 days unless otherwise negotiated.

Invoice Disputes:

Disputes are often required to be raised within 15–30 days of invoice receipt by contract provision.

Record Retention:

Retain executed agreements and supporting documents according to federal and industry retention requirements.

Common Preparation Mistakes to Avoid

Leaving referral criteria vague leads to disagreements over qualifying leads and payment triggers, often resulting in mediation or litigation and higher resolution costs.
Failing to address licensing or regulatory limits can yield prohibited inducements, enforcement actions, or unenforceable fee provisions in regulated industries.
Not documenting whether fees survive termination causes conflicts over commissions for later client renewals, recurring billing, or subsequent introductions.
Using inconsistent payer or recipient information causes tax reporting errors, potential backup withholding, and IRC penalties for incorrect information returns.

Potential Consequences of Errors

Contract Damages: Monetary damages and legal costs.

Tax Penalties: Form 1099 penalties (IRC §6721).

Licensing Risk: Possible fines or prohibited-fee findings.

Reputational Harm: Loss of trust and customer relationships.

Withholding: Backup withholding may apply (24%).

Enforceability Issues: Ambiguous terms may render clauses void.

Required Information at a Glance

Effective Date: Enter as MM/DD/YYYY. Determines effective date.

Parties: Full legal names and entity types.

Referral Definition: Clear lead criteria and exclusions.

Compensation: Fee formula, percentages, and caps.

Payment Terms: Net days, invoicing, and tax responsibilities.

Governing Law: State name chosen for dispute resolution.

eSignature Pricing and Capability Comparison

Compare vendor starting prices and common capabilities relevant to executing Referral Services Agreements, including trial availability, bulk send, audit trail, HIPAA support, and envelope caps.

	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 plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions

Answers to common questions about drafting, signing, and enforcing a Referral Services Agreement, including e-signature and compliance considerations.

Need help? Contact support

Is an e-signature valid?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and record retention are present. Exceptions include certain negotiable instruments and testamentary documents.
When is notarization required?
Notarization is rarely required for referral agreements, but specific transactions or state rules may demand notarized signatures or witness attestations. Remote online notarization (RON) is permitted in most states subject to identity proofing and audio-video record retention requirements.
How should referral fees be reported?
Compensation paid to non-employees may require Form 1099 reporting. Confirm recipient TINs carefully; incorrect information can lead to backup withholding (24%) and penalties under IRC §6721 for faulty information returns.
Can the agreement be assigned?
Assignment depends on the contract language. Include explicit assignment or prohibition clauses and consent mechanisms. Without clear terms, assignment may be restricted and could affect compensation and confidentiality obligations.
How do I amend the agreement?
Document amendments in writing and obtain signatures from authorized representatives. Specify effective dates, the scope of changes, and whether prior obligations survive; retain executed amendments with the original agreement for evidentiary purposes.
What remedies exist for breach?
Remedies vary by clause: cure periods, liquidated damages, or injunctive relief. Consider mediation or arbitration to limit litigation costs and include governing law and venue clauses to reduce procedural uncertainty.

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