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Referral Agreement template
Referral Agreement sample

What is Referral Agreement?

Referral Agreement A Referral Agreement formalizes referral relationships, specifying referral fees, referral terms, and any exclusivity or termination clauses.

Sample template:

REFERRAL AGREEMENT between Samatha Reed and David Mitchell


1.1. "Referrer"

shall mean Samatha Reed.

1.2. "Recipient"

shall mean David Mitchell

1.3. "Referral"

shall mean the introduction of a potential client or customer by the Referrer to the Recipient.

1.4. "Referral Fee"

shall mean the monetary payment made by the Recipient to the Referrer for a Successful Referral, as defined in Section 3.


2.1. Establishment of Relationship

The parties hereto agree that this Referral Agreement establishes a referral arrangement between the Referrer and the Recipient, whereby the Referrer shall provide Referrals to the Recipient in accordance with the terms and conditions of this Agreement.

2.2. Non-Exclusivity

The relationship between the parties is non-exclusive. Both parties are free to enter into similar referral relationships with other parties, unless otherwise agreed to in writing by both parties.


3.1. Entitlement to Referral Fee

The Recipient shall pay the Referrer a Referral Fee for each Successful Referral, as defined by Section 3.2. The Referral Fee shall be calculated as follows: ten percent (10%) of the Recipient's initial net revenue, excluding any applicable taxes, resulting from a Successful Referral within the first twelve (12) months following the date of the referral.

3.2. Successful Referral

A referral will be deemed a "Successful Referral" if (a) the Referrer introduces a potential client or customer to the Recipient, (b) the potential client or customer enters into a bona fide business relationship with the Recipient, and (c) the introduction occurred within the preceding twelve (12) months of the Referrer receiving the applicable Referral Fee.


4.1. Invoice

The Referrer will submit an invoice to the Recipient within thirty (30) days of a Successful Referral. The invoice shall include the details of the Referral, the initial net revenue generated by the Recipient as a result of the Successful Referral, and the amount of the applicable Referral Fee.

4.2. Payment

Payment of the Referral Fee to the Referrer shall be made by the Recipient within thirty (30) days of receipt of the Referrer's invoice. Payments shall be made in United States dollars via check or direct bank transfer.


5.1. Term

This Agreement shall commence on the date hereof and shall continue for a period of one (1) year ("Initial Term"), unless terminated earlier by either party pursuant to Section 5.2 below. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless terminated earlier by either party pursuant to Section 5.2 below.

5.2. Termination

Either party may terminate this Agreement prior to the expiration of the Initial Term or any Renewal Term upon thirty (30) days written notice to the other party, provided that any termination by either party must be in good faith and for a valid reason. Upon termination of this Agreement, the Referrer shall be entitled to payment of any unpaid Referral Fees earned prior to the effective date of termination.


6.1. Confidentiality Obligations

Each party hereby agrees to hold in strict confidence and not to disclose or use any Confidential Information of the other party, except as may be necessary to perform its obligations under this Agreement, or as required by applicable law, regulation, or legal process. The term "Confidential Information" shall mean any information that is not generally known to the public and relates to the other party's business.


7.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States.

7.2. Jurisdiction

The parties hereto agree that any action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in the United States, and each party hereby consents to such jurisdiction and waives any objection to venue in such courts.


8.1. Entire Agreement

This Referral Agreement, and any exhibits or schedules hereto that are expressly incorporated herein by reference, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, commitments, and understandings of the parties, whether written or oral.

8.2. Amendment

This Agreement may be amended only by a written instrument signed by both parties hereto or their respective successors or assigns.

8.3. Assignment

Neither party may assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

8.4. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Referral Agreement as of the day and year first above written.

_______________________________ _______________________________
Samatha Reed David Mitchell
(Referrer) (Recipient)

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Sections of a Referral Agreement

In this Referral Agreement, you will see the following sections:

  1. Definitions
  2. Referral Relationship
  3. Referral Fees
  4. Payment Terms
  5. Term and Termination
  6. Confidentiality
  7. Governing Law and Jurisdiction
  8. Miscellaneous

Summary of the sections:

  1. Definitions : This section explains the key terms used in the agreement, such as Referrer (Samatha Reed), Recipient (David Mitchell), Referral, and Referral Fee.

  2. Referral Relationship : This part establishes the non-exclusive referral relationship between Samatha and David, allowing Samatha to introduce potential clients to David according to the agreement's terms.

  3. Referral Fees : This section outlines how Samatha will be paid for successful referrals. A successful referral is defined, and the referral fee is set at 10% of David's initial net revenue from the referral within the first 12 months.

  4. Payment Terms : This part explains the invoicing and payment process. Samatha must submit an invoice within 30 days of a successful referral, and David must pay the referral fee within 30 days of receiving the invoice. Payments are made in US dollars via check or direct bank transfer.

  5. Term and Termination : The agreement lasts for an initial term of one year and automatically renews for successive one-year terms unless terminated by either party with 30 days written notice. Upon termination, Samatha is entitled to any unpaid referral fees earned before the termination date.

  6. Confidentiality : Both parties agree to keep each other's confidential information secret and not to disclose or use it, except as necessary to fulfill their obligations under the agreement or as required by law.

  7. Governing Law and Jurisdiction : The agreement is governed by US law, and any disputes will be resolved in a US court of competent jurisdiction.

  8. Miscellaneous : This section covers various additional provisions, such as the agreement being the entire agreement between the parties, the requirement for amendments to be in writing, restrictions on assignment, and the ability to execute the agreement in counterparts.

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