Free template

Free Referral Agreement Template

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Updated Nov 9, 2026
~ 6 pages
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A referral agreement is a legal contract between a company and a referral partner who introduces new customers to it. It is used by businesses to set which referrals count, how the referral fee is calculated and paid, and what happens to fees after the cooperation ends.
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Written by Jonathan McGill, JD - Reviewed by Megan Thompson, LLB

A referral agreement is a contract between a company and a referral partner who introduces new customers to it. The partner makes the introduction, the company signs the deal with the customer directly, and the partner gets a referral fee for each introduction that turns into a paid deal.

Many referral deals start as a handshake about a percentage. Disputes usually come from what the handshake left out: which customer was whose, which payments count, and whether fees continue after the cooperation ends. A referral agreement template settles these points in writing before the first fee is due.

Is a Referral Agreement the Right Document for You?

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A referral agreement fits when the partner’s role is only to introduce customers. The partner does not sell, sign contracts, or collect money for the company, and neither side can make commitments for the other.

The arrangement is usually non-exclusive. It means the company can work with other partners, and the partner can refer customers elsewhere. Here are a few cases when a referral agreement can be applied:

Some situations need a different arrangement altogether:

  • Investor introductions. Paying a finder a percentage of money raised from investors is typical of broker activity, and brokers must be registered with the SEC. If an unregistered finder places investors in a funding round, those investors may be able to undo their investment later.

  • Lawyers. In most states, a lawyer may not pay anyone for recommending the lawyer’s services, so a law firm cannot be the paying company. Lawyers may refer clients to each other without a fee, but only if the arrangement is non-exclusive and the client is told about it.

  • Other regulated fields. Paid introductions in real estate, insurance, and healthcare follow their own licensing and fee rules.

What Goes Into a Referral Agreement

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Before drafting, the partners agree on the main points below. Each of them is explained in more detail in the next sections.

When Does a Referral Count?

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A common belief is that once a partner mentions the company to someone, any deal that person ever signs earns a fee. A referral contract sets a clearer rule. A referral usually counts only when three things can be shown:

  1. The partner registered the prospect: name, contact person, need, and date, sent through the agreed channel, such as an email address or a partner portal.

  2. The company accepted the registration in writing.

  3. The prospect signed its first contract because of that introduction, within the agreed number of days.

The company’s written answer is the main evidence for both sides. Silence does not mean acceptance, but the company cannot simply stay quiet to avoid paying. It either accepts the referral or explains the reason it can’t. For example, the prospect is already a customer, is already in documented negotiations, or was referred earlier by someone else. The company keeps its sales records ready to show that reason, and the partner keeps the date it submitted the referral.

The time limits should match how long deals really take to close. If a typical customer needs four months to sign, a 60-day window means good introductions expire without a fee.

When two partners refer the same prospect, the first complete, documented referral wins, unless everyone involved agrees otherwise in writing. The customer’s parent or sister companies and unrelated later purchases do not count automatically. A partner who expects credit for them raises this before signing.

Example

A marketing consultant registers a dental clinic chain on March 3, and the company accepts it the next day. The agreement gives 120 days to sign. The clinic signs on June 20, so the consultant earns the fee. If the clinic had signed in August, the window would have closed.

Fixed Fee or Percentage – What Is Better?

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A referral fee is usually set in one of two ways:

  1. Fixed fee – one set amount per customer, earned when the customer’s first non-refundable payment arrives. It is usually the best choice for simple, predictable deals.

  2. Percentage – a share of what the customer actually pays. It fits customers who pay over time, like subscriptions. This model needs one more decision: does the partner earn only on the customer’s first contract, or on everything the customer pays for a set number of months? With “first contract only,” renewals, extensions, and new orders earn nothing. With a set period, they count until the period ends. For a partner whose customers sign long subscriptions, this choice can matter more than the rate itself.

A percentage is typically a commission on money the company actually collects and keeps, not a share of profit. Sales tax, refunds, credits, chargebacks, and listed pass-through costs are taken out first, but the company’s overhead is not. The partner shares the collection risk: an unpaid invoice earns no fee.

If a customer gets a refund, only the fee on the refunded amount is reversed. A fixed fee is reversed only if the first payment is returned in full. The company explains the adjustment and usually takes it from future fees.

Example

A partner earns 10% for 12 months on a customer paying $500 a month. That is $50 a month, or $600 for the year. If the customer gets a $200 refund in month five, the partner’s fee that month drops by $20.

Statements, Payment, and Taxes

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Referral fees are usually paid monthly. Within an agreed number of days after each month ends, the company sends a statement showing which customer payments qualified, what was excluded or adjusted, and how the fee was calculated. The partner can ask for supporting records, with other customers’ details hidden where needed. It helps to decide who at the company prepares these statements before the first fee is earned.

The agreement also names the payment method, such as ACH transfer, check, wire transfer, or PayPal. Bank details written in the agreement are sensitive, so the signed copy is shared only with the people who need it.

Keep in mind

When the partner is an individual or a non-corporate business, the company collects a Form W-9 before the first payment. Referral fees to such a partner are reported on Form 1099-NEC once they reach the IRS threshold for the year: $2,000 for payments made from 2026.

If the partner does not provide a taxpayer ID, the company must hold back 24% of each payment for taxes (backup withholding). Apart from legally required withholding, the fee is paid in full, and each side covers its own expenses and income taxes.

How the Partner Should Talk About the Company

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When a partner recommends the company in a review, a social media post, or an email to clients, it should clearly say that it gets paid for referrals. The company can be held responsible if a partner hides the payment or makes false claims, so it helps to give a short, clear line, such as “I get a referral fee if you sign up through me,” placed where people will see it.

The partner also needs the prospect’s permission before passing on their contact details. Without the company’s written approval, the partner does not:

  • Collect payments from customers;

  • Promise prices, discounts, or terms;

  • Use the company’s name or logo in its own marketing.

Example

A partner tells a prospect the company will give a 20% discount, but the company has never offered one. The person feels misled, and the dispute is now between the company and the customer, but the company can hold the partner responsible under the referral agreement.

Ending the Agreement and Other Key Terms

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Either side can usually end a referral fee agreement without a reason by giving written notice a set number of days in advance, or sooner if the other side seriously breaks the agreement and does not fix it in time. After that, no new referrals can be submitted. Referrals accepted before the end keep their original signing window, and fees on the resulting customers are still paid, even if the customer pays later.

Writing this down matters. When a contract says nothing about fees after termination, a court may decide for the parties. In a 2022 Texas case, a fired salesperson was allowed to claim commissions on sales that closed after he left, because his contract was silent on the issue. A clear rule in the agreement avoids this kind of dispute.

A referral fee agreement template also usually covers:

  • Notices: Termination and breach notices are sent by personal delivery, tracked courier, or certified mail to the address in the agreement. A phone call does not count.

  • Confidentiality: Customer lists, pricing, and other business information stay protected during the agreement and for an agreed period after it ends.

  • Trademarks: Each side keeps its own name and logo. Using the other side’s logo needs separate written permission.

  • Liability: Each side covers the other’s losses connected to the agreement (indemnification). A side can’t claim this protection for losses caused by its own bad faith, gross negligence, or intentional wrongdoing.

  • Force majeure: Neither side is responsible for delays caused by events beyond its control, like natural disasters. If such an event lasts longer than the agreed number of days, either side can end the agreement. A lack of money does not count.

  • Governing law: The partners choose one state whose law applies and whose courts handle disputes.

The referral agreement is worth reviewing when the company adds a new product line, the fee model changes, the partner starts quoting prices or closing deals, or the referrals move into a regulated field.

How Loio Helps With Referral Agreements

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Drafting a referral agreement mostly means agreeing on details: how long a referral stays valid, which payments earn a fee, and what happens after the cooperation ends. Loio keeps each of these steps simple, from the first draft to both signatures.

  1. Open the referral contract template in Loio Templates and fill in the parties, fee model, time windows, and payment details.

  2. Send the draft to the other partner for review. They can propose changes, such as a longer signing window or a different commission period, in the same document – they will appear there as redlines.

  3. Once the terms are agreed, you add your electronic signature and request the other partner’s signature as well. The signed copy is saved in the Loio account with a time-stamped record of who signed and when. You can download, email, or print it anytime.

Tip

If your company works with several partners, you can customize the referral agreement template by adding your brand logo, fill in all the essential fields, save it as a template and reuse it for each new partner. No need to draft everything from scratch.

What is a referral agreement?

A referral agreement is a contract in which a company pays a partner for introducing new customers. It sets which introductions count, how much the fee is, when it is paid, and what happens to fees when the cooperation ends.

How to write a referral agreement?

The easiest way is to start with a referral agreement template. The partners name the products or services covered, set how referrals are registered and accepted, choose a fixed fee or a percentage, agree on the time window for signing deals, and decide what happens to fees after termination. Then both sides sign the document.

Is it legal to pay someone for a referral?

In most businesses, yes. Some fields restrict or ban paid referrals, including legal services, investments, real estate, insurance, and healthcare. In those fields, the rules of the profession or industry apply first.

What makes a referral valid?

A referral is considered valid when the partner registered the prospect through the agreed channel, the company accepted it in writing, and the prospect signed a contract because of that introduction within the agreed time.

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