Mutual referral and commission agreement

A party to this agreement may refer customers to the other party in return for commission payments by the other party.

There may be restraints imposed on the referral rights. For instance, the referring party’s rights to sell the other party’s services may be restricted to specific countries. Also, referrals may be restricted by reference to the kinds of services to be provided by the party who accepts the referrals.

The agreement assumes that parties operate some kind of register to track referrals. The fundamental principle is that the commission is paid only with regards to clients that are attributed to the appropriate party in this tracking register. No commission will be paid if a customer is assigned in the referral tracking register to another person at the time of the referral.

In a case where the commission fees are payable with respect to the provision of physical goods, this agreement should not be used. Similarly, it should not be used with regards to relationships subjected to the law of agency.

1. Definitions
2. Term
3. Second Party Referrals
4. Referrals by First Party
5. No exclusivity
6. Mutual obligations
7. Second Party Commission
8. First Party Commission
9. Interest
10. Audit
11. Confidentiality obligations
12. Publicity
13. Warranties
14. Limitations and exclusions of liability
15. Termination
16. Effects of termination
17. Non-solicitation of personnel
18. Notices
19. General
20. Interpretation

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A copy of this mutual referral and commission agreement is included in the following pack:

• Commission and referral pack