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Referral Services Partner Agreement

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REFERRAL SERVICES PARTNER AGREEMENT

This Referral Services Partner Agreement ("Agreement") is entered into as of by and between Company Name: , a having its principal place of business at (\"Company\"), and Referral Partner Name: , a having its principal place of business at (\"Partner\").

RECITALS

WHEREAS, Company offers products and/or services in the ordinary course of its business and seeks to expand its customer base through third-party referrals; and

WHEREAS, Partner has relationships with prospective customers and is willing to identify and refer potential customers to Company in exchange for certain referral compensation as set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Partner will provide referral services to Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms have the meanings set forth below:

"Referral" means the introduction by Partner of a prospective customer to Company by providing the prospective customer's contact information and relevant business needs to Company in the form required by Company.

"Referred Customer" means a prospective customer referred by Partner to Company that (a) was not an existing lead or active prospect of Company prior to the Referral, and (b) executes a valid, written agreement to purchase Company's products or services within days of the Referral.

"Referral Fee" means the amount payable by Company to Partner as specified in Section 4 for successful transactions with a Referred Customer.

2. APPOINTMENT; SCOPE OF SERVICES

Company appoints Partner on a non-exclusive basis to identify and refer prospective customers to Company. Partner shall perform referral activities in the Territory: and shall act as an independent contractor and not as an agent or employee of Company.

3. REFERRAL PROCEDURE; ACCEPTANCE

Partner shall submit each Referral on the form and by the method specified by Company. A Referral will be deemed effective only when accepted in writing by Company. Company reserves the right, in its sole discretion, to accept or reject any Referral for any reason.

Partner represents that it shall not make any binding offer on behalf of Company and shall not bind Company to any obligation except pursuant to a separate written agreement executed by Company.

4. REFERRAL FEES; PAYMENT TERMS

Subject to the terms of this Agreement, Company will pay Partner a Referral Fee equal to % of Net Revenue actually received by Company from a Referred Customer for the first months following the date of the applicable sale, unless the parties agree otherwise in writing.

"Net Revenue" shall mean gross amounts invoiced to and collected from the Referred Customer by Company less refunds, credits, taxes collected on behalf of governmental authorities, and bona fide discounts.

Referral Fees shall be payable within days after Company receives cleared payment from a Referred Customer. All payments shall be made in U.S. Dollars unless otherwise agreed in writing. If any payment is disputed in good faith, the undisputed portion shall be paid when due and the parties shall resolve the disputed portion in accordance with Section 5.

5. RECORDS, AUDIT AND DISPUTES

Company shall keep, and Partner shall keep, complete and accurate books and records relating to Referrals and payments. Company may audit Partner's books and records to verify fee calculations upon reasonable prior written notice of and during normal business hours. Any audit shall be limited to the period of the previous months.

If an audit reveals an underpayment of fees by more than 5%, Partner shall reimburse Company for audit costs. Disputes concerning payments must be raised in writing within days of receipt of the disputed payment.

6. CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other party in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement or as required by law. Confidential Information excludes information that is publicly known through no fault of the receiving party or that is independently developed. The obligations in this Section shall survive termination of this Agreement for a period of months.

7. INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its preexisting intellectual property. Nothing in this Agreement grants either party any rights in the other's trademarks, trade names, copyrights, patents or other intellectual property except as expressly set forth in a separate written license.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement does not violate any other agreement to which it is a party, and that it will comply with applicable laws in performing its obligations under this Agreement.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for an initial term of months and shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice. Termination shall not relieve Company of its obligation to pay Referral Fees earned prior to termination in accordance with the terms of this Agreement.

10. INDEPENDENT CONTRACTOR

Partner is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties for any purpose. Partner shall be solely responsible for all taxes and employment-related obligations for its personnel.

11. NON-SOLICITATION

During the term of this Agreement and for months following its termination, neither party shall solicit for hire the other party's employees or contractors who were directly involved in performance under this Agreement, unless prior written consent is given.

12. INDEMNIFICATION

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 or resulting from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

13. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. COMPLIANCE WITH LAWS

Each party shall perform its obligations in compliance with applicable laws, rules, and regulations. Partner shall not engage in any deceptive, misleading or unethical practices while referring prospective customers to Company.

15. NOTICES

Company Notice Address:

Company Notice Contact Email:

Partner Notice Address:

Partner Notice Contact Email:

16. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver of any breach shall not constitute a waiver of any other breach or default.

17. GOVERNING LAW

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.

18. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, 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.

19. 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 invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' original intent.

20. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures delivered electronically or by facsimile shall be binding as originals.

21. MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

Additional Terms or Special Instructions:

Company:

By:

Date:

Partner:

By:

Date:

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What a Referral Services Partner Agreement Covers

A Referral Services Partner Agreement is a written contract that defines how one party (the referrer) introduces prospective clients or customers to another party (the recipient) in exchange for a specified fee or commission. Typical clauses cover parties, referral fee calculations, payment timing, exclusivity or non-solicitation, confidentiality, representations and warranties, term and termination, dispute resolution, and tax reporting responsibilities. The agreement specifies deliverables, required notices, conditions for payment, and any regulatory or licensing obligations the parties must observe when making or accepting referrals.

Why using a written Referral Services Partner Agreement matters

A signed agreement clarifies compensation, reduces disputes, ensures compliance with tax reporting and licensing rules, and documents consent to electronic execution under ESIGN and UETA. It preserves evidence of intent, attribution, and retention required for enforceability while allocating operational responsibilities between partners.

Why using a written Referral Services Partner Agreement matters

Typical organizations and roles that complete these agreements

The document suits B2B arrangements, professional services referrals, and affiliate-style introductions where clarity on payment, confidentiality, and reporting is required.

  • Referral program managers at businesses coordinating partner networks and commission payments.
  • Independent sales agents, brokers, or consultants who refer clients across products or services.
  • Legal or compliance teams reviewing licensing, tax reporting, and data-sharing obligations.

Common signatory profiles

Referral Program Manager

Typically an operations or partnerships lead authorized to set commission schedules, approve referral tiers, and manage payments. This role negotiates program terms, monitors compliance, and coordinates reporting for tax and audits.

Independent Referrer

An individual or small firm that introduces leads and receives commissions. Must provide accurate tax information, meet any licensing requirements, and confirm authority to enter the agreement on signature.

Essential clauses to include in a professional agreement

A complete document reduces ambiguity and enforces expectations. Include clear definitions, payment mechanics, termination triggers, confidentiality, dispute resolution, and compliance obligations.

Identifying Parties

Legal names and business forms for each party, plus primary contact and payment remittance details to avoid misidentification.

Referral Fee

Precise calculation method (fixed fee, percentage, tiered), timing of payment, invoice process, and conditions for earning the fee.

Term and Termination

Agreement length, auto-renewal rules, termination for convenience or cause, and post-termination payment obligations.

Exclusivity & Restrictions

Any geographic, channel, or client exclusivity limits and non-solicitation obligations with defined scope and duration.

Confidentiality

Definition of confidential information, permitted disclosures, duration of confidentiality, and exceptions for required disclosures.

Compliance & Reporting

Responsibilities for tax reporting, licensing, data protection (HIPAA/FERPA as applicable), and record retention obligations.

How to complete and finalize the agreement

Follow a simple sequence to prepare, sign, and distribute the agreement securely.

  • 01
    Prepare Document: Draft or load a template and fill core fields.
  • 02
    Confirm Parties: Verify legal names, addresses, and tax IDs.
  • 03
    Obtain Signatures: Collect authorized signatures via secure eSignature or wet ink.
  • 04
    Distribute Records: Send fully executed copies to all parties and retain for compliance.

Common digital workflow settings for execution

Configure signing order, authentication, and storage to match your compliance and operational needs.

Field Configuration
Document Template Use PDF or DOCX template with locked key clauses | Centralized template library
Signer Order Sequential or parallel signing | Sequential for approval chains
Authentication Email link or SMS code | Add KBA for higher assurance
Notifications Email reminders and completion notices | CC compliance mailbox

Routing and approval flow overview

A clear routing path speeds execution and preserves the audit trail.

  • Upload Template: Sender uploads finalized agreement
  • Place Fields: Add signature, date, and fee fields
  • Send to Signers: Define order and authentication
  • Store Completed: Save executed copy with audit trail

Technical considerations for eSigning and storage

Ensure the platform can produce a tamper-evident signed copy and preserve the full audit trail for compliance and tax reporting.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File Types: PDF, DOCX, and HTML formats accepted
  • Authentication: Email, SMS, and advanced options available

Minimum information to include in the agreement

Party Name: Legal entity or individual
Taxpayer ID: SSN or EIN for tax reporting
Contact Details: Street address and email
Fee Schedule: Formula and payment timing
Effective Date: MM/DD/YYYY format recommended
Governing Law: State selected to govern disputes

Common preparation mistakes to avoid

  • Leaving the fee calculation vague (for example, 'reasonable commission') which causes disputes and delays in payment resolution.
  • Failing to collect a valid taxpayer identification number, triggering backup withholding or tax-reporting complications with the IRS.
  • Accepting an unsigned or partially signed agreement without completing signature attribution and dates, weakening enforceability.
  • Neglecting to specify governing law and dispute resolution, causing forum-shopping and increased litigation costs if disagreements arise.

Key risks and potential financial consequences

Backup Withholding: 24% tax rate
1099 Reporting: Late filing penalties apply
Contract Unenforceable: Absent proper signature authority
Privacy Fines: HIPAA violations risk penalties
Payment Disputes: Possible litigation costs
Operational Delay: Lost revenue from unpaid referrals

Key dates and reporting deadlines to observe

Track effective dates, payment windows, tax reporting, and notice periods to meet obligations and avoid penalties.

Effective Start:

Agreement takes effect on the Effective Date field

Payment Due:

Specify payment within NET terms (example: Net 30 days)

1099 Reporting Deadline:

Issue Form 1099-NEC to recipients by January 31 (IRS deadline)

Renewal Notice:

Require written notice 30 days before renewal or termination

Record Retention:

Retain records per retention policy and regulatory requirements

Representative eSignature vendor comparison for executing the agreement

Compare basic pricing and key capabilities relevant to secure execution, bulk distribution, and compliance. Pricing reflects typical annual-billing list prices and feature availability.

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 Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year No cap No cap No cap

Frequently asked questions about Referral Services Partner Agreements

Answers to common execution, tax, and enforceability questions when using electronic signing and digital workflows.


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