Referral Partner Agreement
This Referral Partner Agreement (the "Agreement") is made on [Effective date] between [Company legal name], a [State] [corporation / LLC] with its principal office at [Company address] ("Company"), and [Partner legal name], a [State] [entity type] with its principal office at [Partner address] ("Partner").
1. Definitions
- "Referral" means a prospective customer that Partner introduces to Company under this Agreement.
- "Qualified Referral" means a Referral that Company accepts under Section 3.
- "Referred Customer" means a Qualified Referral that signs a paid subscription with Company during the Protection Period.
- "Net Revenue" means the subscription fees Company actually collects from a Referred Customer, excluding taxes, refunds, credits, chargebacks, implementation and professional services fees, and third-party costs.
- "Protection Period" means [90] days from the date Company accepts a Referral.
- "Referral Fee" means the fee described in Section 4 and Schedule A.
2. Appointment
2.1 Company appoints Partner as a non-exclusive referral partner. Nothing in this Agreement prevents either party from working with others, including competitors of the other party.
2.2 Partner is an independent contractor. Partner has no authority to make commitments, sign contracts or quote prices on Company's behalf, and will not present itself as Company's employee or agent.
3. Submitting referrals
3.1 Partner will submit each Referral through [Company's partner portal / the referral form at URL], including the prospect's company name, a named contact, and how Partner knows them.
3.2 Company will accept or reject each Referral within [5] business days. Company may reject a Referral that (a) is an existing customer, (b) is in an active sales opportunity recorded in Company's CRM before Partner's submission, (c) was already submitted by another partner, or (d) does not fit Company's target customer profile.
3.3 If two partners submit the same prospect, the first complete submission accepted by Company is the Qualified Referral.
3.4 If a Qualified Referral does not become a Referred Customer within the Protection Period, Company may release it. Company will consider one extension of [30] days if Partner shows the opportunity is actively progressing.
4. Referral fees
4.1 For each Referred Customer, Company will pay Partner the Referral Fee set out in Schedule A.
4.2 Company will calculate Referral Fees [monthly / quarterly] and pay them within [30] days after the end of the period in which Company collects the related Net Revenue. Company will provide a statement showing each Referred Customer and the amount due.
4.3 If Company refunds, credits or fails to collect any Net Revenue on which a Referral Fee was paid, Company may deduct the corresponding Referral Fee from future payments.
4.4 No Referral Fee is due on revenue from renewals or expansions after the period stated in Schedule A, or on any customer that is not a Referred Customer.
4.5 Company pays Referral Fees in [US dollars] by [ACH bank transfer / Stripe / other method]. Partner is responsible for providing accurate payment details.
5. Taxes
5.1 Before receiving any payment, Partner will provide a completed IRS Form W-9 (or the applicable Form W-8 if Partner is not a US person).
5.2 Partner is responsible for all taxes on Referral Fees it receives. Company will issue any information returns, such as Form 1099-NEC, that the law requires.
6. Partner obligations
Partner will:
- describe Company's products accurately and only using materials Company provides or approves;
- comply with all applicable laws, including anti-spam, privacy and anti-bribery laws;
- not offer any payment, gift or inducement to a prospect's employees to win a referral;
- not bid on Company's brand names in paid search, or register domain names that include them, without Company's written consent; and
- tell prospects it may receive a fee from Company where the law or the prospect's own policies require that disclosure.
7. Brand use
Each party may use the other's name and logo only to describe the relationship, in line with any brand guidelines the other party provides, and must stop on written request.
8. Confidentiality
Each party will keep the other's non-public business information confidential, use it only to perform this Agreement, and return or destroy it when the Agreement ends. This does not apply to information that is public, already known to the receiving party, or required to be disclosed by law.
9. Term and termination
9.1 This Agreement starts on the Effective Date and continues for [12 months], renewing automatically for further [12-month] periods unless either party gives [30] days' written notice.
9.2 Either party may terminate this Agreement immediately if the other materially breaches it and does not cure the breach within [15] days of written notice.
9.3 After termination, Company will continue to pay Referral Fees on Referred Customers that signed before the termination date, for the remainder of the fee period in Schedule A, unless Company terminated for Partner's breach.
10. Liability
10.1 Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, arising out of this Agreement.
10.2 Except for breaches of Section 8 or a party's indemnity obligations, each party's total liability under this Agreement is limited to the Referral Fees paid or payable in the [12] months before the claim.
11. General
11.1 Governing law. This Agreement is governed by the laws of the State of [State], and the courts of [County, State] have exclusive jurisdiction.
11.2 Entire agreement. This Agreement, including Schedule A, is the entire agreement between the parties about its subject and replaces any earlier discussions.
11.3 Changes. Company may change Schedule A on [30] days' written notice. Changes apply only to Referrals submitted after the change takes effect. Any other change must be in writing and signed by both parties.
11.4 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its assets.
11.5 Notices. Notices must be in writing and sent to the addresses above, or by email to [Company notice email] and [Partner notice email].
Schedule A: Referral fee
| Item | Terms |
|---|
| Referral Fee | [20]% of Net Revenue |
| Fee period | The first [12] months of each Referred Customer's subscription |
| Minimum contract | [Annual contract value of at least $X] |
| Payment schedule | [Quarterly], within [30] days of quarter end |
| Payment method | [ACH / Stripe] |
Signatures
[Company legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: [Date]
[Partner legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: [Date]
