What is a Referral Agreement?

Having it in writing gives agents, brokers, affiliates and their principals a single reference point if expectations later diverge — which is precisely when memories of what was agreed stop matching.

18 details are captured across 6 areas: parties and contact details, scope and deliverables, payment and financial terms, dates, timing and duration, confidentiality and intellectual property, and legal protections and risk. Together they fix what the introducer owes the principal, measured in qualifying introductions rather than in adjectives.

The recurring failure in this kind of arrangement is a commission trigger nobody defined precisely enough to apply. Business agreements tend to fail at the edges — deadlock between owners, automatic renewals nobody diarised, and liability caps that turn out to sit above the value of the contract.

Fill in the form and the referral agreement assembles as you type, so you can read the finished wording before you download it. The draft is a starting point built on standard contract structure — it is not legal advice, and for a high-value or unusual arrangement it is worth having an attorney check it against the rules in your state.

What matters most in a referral agreement

Tail period after termination

Agree whether commission is payable on deals that close after the agreement ends but originated from the agent's work, and for how long.

Chargebacks and refunds

For sales and payment arrangements, say what happens to commission already paid when a customer refunds or charges back.

Define the commission trigger precisely

Is it earned on introduction, on contract signature, or on payment received? This single point causes more commission disputes than any other.

When you need a referral agreement

  • When a commission trigger nobody defined precisely enough to apply is a realistic prospect: If this is the way the arrangement usually goes wrong, it belongs in the document. Allocating that risk in advance is much cheaper than allocating it afterwards.
  • When risk needs allocating: Decide who carries which risk and who insures it before an incident rather than after one. Afterwards, both readings of the silence are self-serving.
  • When replacing an earlier arrangement: Issue a fresh referral agreement when the original terms no longer reflect what the parties actually do. Amending informally leaves two inconsistent records of one relationship.
  • When sensitive information is shared: Confidentiality terms should be signed before disclosure, not after. Information already shared without protection is very difficult to claw back.
  • When each qualifying sale matters to someone else: Where a lender, insurer, landlord or regulator will want to see the arrangement, it needs to be written to be read by them, not only by the introducer and the principal.
  • When the counterparty is new to you: With no track record between the parties, the written terms do the work that familiarity would otherwise do. That is exactly when precision pays for itself.

What to include in a referral agreement

This generator collects 18 details. Here is what each group covers and why it matters when the document is relied on.

Parties and contact details

Everything else in the document hangs off these names: the introducer carries the obligations, the principal carries the payment, and both need identifying precisely enough to be found later.

Company Name
The company's registered legal name, including its corporate suffix such as LLC, Inc or Ltd.
Company Address
The company's registered office or principal place of business.
Counterparty Name
The full legal name of the other party entering into this agreement.
Counterparty Address
The counterparty's address for formal notices.

Scope and deliverables

This is the section that decides arguments. Describe the referred business in qualifying introductions and against the dated record of who was introduced and when, so that whether it has been delivered is a question of fact rather than opinion.

Purpose of Agreement
Why the parties are entering into the agreement. This helps a court interpret ambiguous clauses in line with the parties' actual intent.
Products or Services
The goods or services supplied, identified by specification, model or catalogue reference.
Performance Standards
The measurable standard the work must meet — response times, quality levels or service metrics.

Payment and financial terms

Payment terms are relied on more often than any other clause and left vague more often than any other clause. State the amount, the trigger, the deadline and what follows a late payment.

Commercial Terms
The core business terms — volumes, discounts, rebates, minimum commitments and review points.
Pricing
The unit prices or rate card, plus how and when prices may be revised.
Payment Terms
The invoicing cycle, payment window, accepted methods and consequences of non-payment.
Limitation of Liability
The cap on each party's financial exposure. Note that liability for fraud, death or personal injury generally cannot be excluded.

Dates, timing and duration

These dates decide when obligations start, when they end, and when someone is in breach. Each qualifying sale in particular should have a date and a test attached to it.

Effective Date
The date the agreement takes effect. This can differ from the signature date, and it is the date obligations start running from.
Delivery Timeline
Lead times and delivery windows, plus what counts as a late delivery and the remedy for it.

Confidentiality and intellectual property

Confidentiality obligations should outlive the agreement. State that expressly here, because protection that ends with the contract is protection at exactly the wrong moment.

Confidentiality Obligations
The duty to keep information private, who it may be shared with internally, and the standard of care required.
Intellectual Property Rights
Who owns the IP created under the agreement, and what licence the other party receives.

Legal protections and risk

Decide who carries which risk and who insures it before an incident, not after. Afterwards, both readings of the silence are self-serving.

Warranties
The promises each party makes about quality, title and authority, and how long they last.
Termination Rights
The circumstances in which each party may end the agreement, distinguishing termination for convenience from termination for breach.
Governing Law
The legal system that applies and the courts that will hear any dispute.

Completing this referral agreement

Attaching the dated record of who was introduced and when

The dated record of who was introduced and when carries most of the evidential weight here. Attach it as a schedule and refer to it by name in the body, rather than leaving it as an email nobody can find later.

Keeping the version straight

Date the document and mark superseded drafts clearly. Two unlabelled versions in circulation is a surprisingly common cause of genuine, honest disagreement.

Dates that drive obligations

Use calendar dates rather than relative triggers such as "on approval", which cannot be measured. Dates determine when obligations start, when they end, and when someone is late.

Checking the consents

Where a landlord, lender, insurer or licensing body has to approve the arrangement, obtain that approval before each qualifying sale rather than assuming it will follow as a formality.

Reading it as the other side would

Before signing, read the referral agreement from the counterparty's position and look for anything you would exploit. If you find something, so will they.

Common mistakes to avoid

  1. No deadlock mechanism. Two equal owners who disagree can paralyse a business. Buy-sell provisions and a valuation method are far cheaper to agree at the start than to litigate later.
  2. Leaving the referred business loosely described. Write down what the referred business actually consists of, measured in qualifying introductions. A description that cannot be counted cannot be enforced, and it is the principal and the introducer who end up arguing about the gap.
  3. No dispute step before litigation. A short escalation clause — a conversation, then mediation, then proceedings — resolves most disagreements far more cheaply than starting at the end.
  4. Letting the referred business change without repricing. Where the scope of the referred business moves, the price and the timetable should move with it. Absorbing the first few changes sets the expectation that all of them are free.
  5. No route out. Agree how the arrangement ends while the introducer and the principal still get on. Exit terms negotiated during a dispute rarely favour anyone, and they cost far more to settle.

How to use this referral agreement generator

  1. Fill in the form. Complete the 18 fields above. The introducer and the principal both need naming in full, and the referred business should be described in enough detail that a stranger could tell whether it had been delivered. Nothing is sent to a server — the document is assembled in your browser.
  2. Read the preview. The preview updates as you type and is editable, so you can adjust the wording before downloading — useful where a commission trigger nobody defined precisely enough to apply needs a sentence of its own that the standard clauses do not cover.
  3. Download and sign. Download in either format and circulate for signature. Diarise the dates the document creates, particularly anything that has to happen before each qualifying sale.

Referral Agreement — frequently asked questions

When is commission actually earned?

Whenever the contract says — and the difference is substantial. Commission on introduction is earned even if the deal collapses; commission on payment received means the agent carries the risk of the customer defaulting. Most disputes arise because the agreement said only that commission is payable 'on the sale', which resolves nothing. Define the trigger event and the payment date separately.

Who should sign the referral agreement?

The introducer and the principal, through someone with authority to bind them. Where either is a company, that means a director or an officer with delegated authority — a signature from someone without it is a defence waiting to be raised.

What records should I keep alongside the referral agreement?

The dated record of who was introduced and when, the signed document itself, and a contemporaneous note of anything agreed afterwards. Most disputes turn on what was agreed at the time, and the party who can produce a dated record is the party who wins that argument.

Which state's law should govern this referral agreement?

Choose a state with a genuine connection to the parties or the subject matter — where a party is based, or where the work or property is located. A choice with no connection at all may not be respected, and for property or employment the local state's rules will often apply regardless of what the contract says.

Who owns the work produced under this agreement?

Whoever the agreement says owns it — and if it says nothing, the creator generally does. Paying for work does not transfer copyright by itself. If ownership is meant to pass to the client, the assignment clause needs to say so expressly, and it is common to make the transfer conditional on payment in full.

How long do the confidentiality obligations last?

Ordinary commercial information is usually protected for a fixed period of two to five years after the agreement ends, while genuine trade secrets are often protected for as long as they stay secret. Whichever you choose, state expressly that the confidentiality clause survives termination — otherwise the protection ends with the contract.

Can liability be limited to any amount?

Within limits. Parties can cap ordinary commercial liability, and a cap set against contract value or insurance cover is normal. But liability for fraud, death and personal injury generally cannot be excluded, and a cap so low it makes the obligations meaningless may be struck down as unreasonable.

Are electronic signatures valid for commercial agreements?

Yes. Under the US ESIGN Act and equivalent legislation elsewhere, electronic signatures carry the same legal weight as ink for the vast majority of business contracts. Keep the audit trail showing who signed and when.