Referral Program Agreement Template

Overview

This Referral Program Agreement establishes a formal relationship between your company and referral partners. Unlike affiliate agreements focused on content creators, this template is designed for B2B referrals, customer referrals, and strategic partnerships.

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Referral Program Agreement

REFERRAL PARTNERSHIP AGREEMENT

This Referral Agreement ("Agreement") is entered into as of [EFFECTIVE_DATE] by and between:

Company: [COMPANY_NAME], a [STATE/COUNTRY] [ENTITY_TYPE] with its principal place of business at [COMPANY_ADDRESS] ("Company")

Referral Partner: [PARTNER_NAME], located at [PARTNER_ADDRESS] ("Partner")

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1. Purpose

1.1 Company operates [BRIEF_DESCRIPTION_OF_BUSINESS] and wishes to expand its customer base through qualified referrals.

1.2 Partner agrees to refer potential customers to Company in exchange for referral fees as outlined in this Agreement.

1.3 This Agreement establishes the terms and conditions governing the referral relationship between the parties.

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2. Definitions

2.1 "Qualified Referral" means a potential customer who:

• Is introduced to Company by Partner
• Has not been in contact with Company within the past [LOOKBACK_PERIOD] months
• Meets Company's target customer criteria
• Is properly registered through the referral tracking system

2.2 "Converted Referral" means a Qualified Referral who becomes a paying customer within [CONVERSION_WINDOW] days of introduction.

2.3 "Referral Fee" means the compensation paid to Partner for each Converted Referral.

2.4 "Referral Period" means the duration during which Partner may earn referral fees on a Converted Referral's purchases.

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3. Referral Process

3.1 Submission: Partner shall submit referrals through:

• Company's referral portal at [REFERRAL_PORTAL_URL]
• Email to [REFERRAL_EMAIL]
• Unique referral link provided to Partner

3.2 Required Information: Each referral submission must include:

• Contact name and title
• Company name (if B2B)
• Email address
• Phone number (optional)
• Brief description of potential needs

3.3 Acknowledgment: Company will acknowledge receipt of referrals within [ACKNOWLEDGMENT_PERIOD] business days.

3.4 Status Updates: Company will provide Partner with referral status updates [UPDATE_FREQUENCY].

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4. Referral Fees

4.1 Fee Structure:

Referral Type	Fee Amount	Payment Trigger
One-time purchase	[ONETIME_FEE]% of first purchase	Upon payment received
Subscription (monthly)	[MONTHLY_FEE]% for [MONTHS] months	Monthly, upon payment
Subscription (annual)	[ANNUAL_FEE]% of first year	Upon payment received
Enterprise deal	[ENTERPRISE_FEE]% or flat fee	As negotiated

4.2 Minimum Referral Fee: [MINIMUM_FEE] per Converted Referral.

4.3 Maximum Referral Fee: [MAXIMUM_FEE] per Converted Referral (if applicable).

4.4 Fee Adjustments: Company reserves the right to modify fee structures with [FEE_NOTICE_PERIOD] days written notice.

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5. Payment Terms

5.1 Payment Schedule: Referral fees are paid [PAYMENT_FREQUENCY] (e.g., monthly, quarterly).

5.2 Payment Date: Payments are processed on the [PAYMENT_DAY] of each payment period.

5.3 Minimum Payout: The minimum payout threshold is [MINIMUM_PAYOUT]. Amounts below this threshold roll over.

5.4 Payment Methods:

• Bank transfer (ACH/Wire)
• PayPal
• Check (if requested)

5.5 Currency: All payments in [CURRENCY].

5.6 Taxes: Partner is responsible for all applicable taxes on referral fees received.

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6. Exclusions

Referral fees will NOT be paid for:

6.1 Existing customers or leads already in Company's pipeline

6.2 Self-referrals or referrals of Partner's own business

6.3 Referrals that do not convert within [CONVERSION_WINDOW] days

6.4 Customers who receive refunds within [REFUND_PERIOD] days

6.5 Referrals obtained through misleading or unethical means

6.6 Customers in territories where Company does not operate

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7. Partner Obligations

Partner agrees to:

7.1 Make referrals in good faith based on genuine belief in fit

7.2 Accurately represent Company's products and services

7.3 Not make promises or commitments on Company's behalf

7.4 Maintain confidentiality of any proprietary information

7.5 Comply with all applicable laws and regulations

7.6 Not disparage Company or its competitors

7.7 Disclose the referral relationship when required by law

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8. Company Obligations

Company agrees to:

8.1 Process referrals promptly and professionally

8.2 Provide timely status updates on referred leads

8.3 Pay earned referral fees according to the payment schedule

8.4 Maintain accurate records of all referrals and conversions

8.5 Provide Partner with access to a referral tracking dashboard

8.6 Not solicit Partner's customers for competing services

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9. Non-Exclusivity

9.1 This Agreement is non-exclusive. Partner may refer customers to other businesses.

9.2 Company may establish referral relationships with other partners.

9.3 Neither party is restricted from engaging in their normal business activities.

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10. Term and Termination

10.1 Term: This Agreement begins on the Effective Date and continues for [INITIAL_TERM], automatically renewing for successive [RENEWAL_TERM] periods unless terminated.

10.2 Termination for Convenience: Either party may terminate with [NOTICE_PERIOD] days written notice.

10.3 Termination for Cause: Either party may terminate immediately if the other party:

• Materially breaches this Agreement
• Engages in illegal or unethical conduct
• Becomes insolvent or files for bankruptcy

10.4 Effect of Termination:

• Pending referrals submitted before termination remain eligible for fees
• Partner must cease representing themselves as a referral partner
• Earned but unpaid fees will be paid within [FINAL_PAYMENT] days

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11. Confidentiality

11.1 Both parties agree to maintain confidentiality of:

• Referral fee structures and rates
• Customer information
• Business strategies and plans
• Any information marked as confidential

11.2 Confidentiality obligations survive termination for [CONFIDENTIALITY_PERIOD] years.

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12. Limitation of Liability

12.1 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

12.2 COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE REFERRAL FEES PAID IN THE PRECEDING 12 MONTHS.

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13. General Provisions

13.1 Independent Contractors: The parties are independent contractors. Nothing creates an employment, agency, or partnership relationship.

13.2 Governing Law: This Agreement is governed by the laws of [GOVERNING_LAW].

13.3 Dispute Resolution: Disputes shall be resolved through [DISPUTE_RESOLUTION] in [DISPUTE_LOCATION].

13.4 Entire Agreement: This Agreement constitutes the entire understanding between the parties.

13.5 Amendments: Modifications must be in writing and signed by both parties.

13.6 Severability: If any provision is unenforceable, the remaining provisions remain in effect.

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Signatures

COMPANY:

Name: _______________________

Title: _______________________

Date: _______________________

Signature: _______________________

REFERRAL PARTNER:

Name: _______________________

Title: _______________________

Date: _______________________

Signature: _______________________

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How to Use This Template

1. Replace all [BRACKETED] variables with your specific information
2. Customize the fee structure based on your business model
3. Review with legal counsel before using
4. Set up tracking - use a referral portal or CRM to track submissions
5. Create a partner portal where partners can submit and track referrals

Key Variables to Customize

Variable	Description	Example
[COMPANY_NAME]	Your company's legal name	Acme Software Inc.
[ONETIME_FEE]	Commission for one-time sales	10
[MONTHLY_FEE]	Monthly recurring commission	20
[CONVERSION_WINDOW]	Days to convert a referral	90
[MINIMUM_PAYOUT]	Minimum payment threshold	$100
[LOOKBACK_PERIOD]	Months to check for existing leads	6