Referral partner agreement

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  (1 Review)

A template agreement for service providers and their referral partners.

Author: Alasdair Taylor
Updated: 12 January 2023
Length: 13 pages
Notes: 15 pages
Format: MS Word (.DOCX)

Referrals are an important source of business in many industries. For instance, many new clients for professional services arrive by way of a referral. Similarly, referrals are an important marketing technique in technology services. The process of supplying referrals can be a business in itself and, where a referral partner is to be remunerated, there should be a written referral agreement setting out the parties' rights and obligations. That is the purpose of this template.

The referral partner agreement provides that the partner is appointed as referral partner for so long as the agreement subsists. The appointment may be worldwide or in respect of a particular territory. During the period of appointment, the partner may have the right to market the services; or alternatively the partner may have an obligation to market the services.

The services provider should maintain a tracking system, under which leads may be attributed to the referral partner. The service provider may however be given the right to refuse to register a lead in respect of the referral partner. In the event that a lead that is attributed to the partner results in a customer contract, then an obligation to pay commission will arise.

Optional provisions included in the referral partner agreement include: a licence of the services provider's trade marks; audit rights for the referral partner; confidentiality obligations; and indemnities protecting one or both parties.

This template is designed specifically for services: it is not suitable for use in relation to referral arrangements relating to contracts for the supply of goods.


  1. Definitions
  2. Term
  3. Referrals
  4. No exclusivity
  5. Licence of Provider Trade Marks
  6. Partner obligations
  7. Commission
  8. Interest
  9. Audit
  10. Confidentiality obligations
  11. Publicity
  12. Warranties
  13. Indemnities
  14. Termination
  15. Effects of termination
  16. Non-solicitation of personnel
  17. Notices
  18. No partnership
  19. General
  20. Interpretation

How can the referral partner verify that payments are correct?

An optional audit clause allows the referral partner to audit the records of the service provider. 

Can this document be used in relation to commission for referring customers for heavy machinery?

No. It should not be used (without expert adaptation) for this purpose.

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A copy of this referral partner agreement is included in each of these packs:

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Commission Referral contract
02 July 2020  | 

Very competent and comprehensive, and did a lot of our thinking for us, small thing really but could have done with the usage notes at the start of the document and not the end, as I did not notice they were there till had gone through it all once.


Thanks for your review, and especially for your comments regarding the usage notes. I'd prefer not to move all the notes to the front of the document, but I will look at flagging the existence of the notes more clearly on the standard cover page.