Referral agreement template

# Referral Agreement

This template is provided by Scoutner (scoutner.com) for information only. It is not legal advice. Have a lawyer review it for your jurisdiction before signing.

This Referral Agreement (the "Agreement") is made on [Effective date] between:

[Company legal name], a [Company state or country] company with its address at [Company address] (the "Company"), and

[Partner legal name], with its address at [Partner address] (the "Partner").

## 1. Purpose
The Partner will introduce potential customers to the Company for its product [Product name] (the "Product"). The Company will pay the Partner a referral fee for each Qualified Referral that becomes a paying customer, under the terms below.

## 2. Qualified Referral
A referral is a "Qualified Referral" when all of the following are true:
(a) the Partner registers the prospect through [Registration method] before the Company has an open opportunity with that prospect;
(b) the prospect is not an existing customer and has not been in active discussion with the Company in the previous [Look-back period];
(c) the prospect signs a paid subscription within [Attribution window] of registration.
The Company will confirm or decline each registration in writing within [Response time]. If two partners register the same prospect, the first valid registration wins.

## 3. Referral fee
For each Qualified Referral, the Company will pay the Partner [Referral fee].
Net subscription fees exclude taxes, refunds, chargebacks, discounts and one-time services. No fee is due on amounts the customer does not pay.

## 4. Payment
The Company will calculate fees monthly and pay them within [Payment terms] after the end of each month in which the customer's payment was received, by [Payment method]. The Partner is responsible for its own taxes. The Company may request tax forms before the first payment.

## 5. Partner obligations
The Partner will:
(a) describe the Product accurately and make no promises about features, pricing or results that the Company has not approved in writing;
(b) comply with applicable laws, including anti-spam and data protection laws, when contacting prospects;
(c) not bid on the Company's brand name in paid search or register domains containing it.

## 6. Company obligations
The Company will run the sales process, provide the Partner with up-to-date product information, and give the Partner a monthly statement of registered referrals, their status and fees earned.

## 7. Brand use
Each party may use the other's name and logo only to describe this referral relationship, following any brand guidelines provided. No other license is granted.

## 8. Confidentiality
Each party will keep confidential any non-public information received from the other, including prospect and pricing information, and use it only for this Agreement. This obligation survives termination for [Confidentiality period].

## 9. Independent parties
The parties are independent contractors. The Partner has no authority to bind the Company or sign contracts on its behalf.

## 10. Term and termination
This Agreement starts on the Effective Date and continues until either party ends it with [Notice period] written notice. Fees for Qualified Referrals signed before termination remain payable under section 3. Either party may terminate immediately if the other materially breaches this Agreement and does not cure the breach within 15 days of notice.

## 11. Liability
Neither party is liable for indirect or consequential damages. Each party's total liability under this Agreement is limited to the fees paid or payable in the [Liability period] before the claim.

## 12. General
This Agreement is governed by the laws of [Governing law]. It is the entire agreement between the parties on this subject and may only be changed in writing signed by both parties.

Signed:

[Company legal name]
Name: [Company signatory name]
Title: [Company signatory title]
Date:

[Partner legal name]
Name: [Partner signatory name]
Title: [Partner signatory title]
Date: