Referral Agreement
Referral Agreement
Referral Agreement
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This Referral Agreement (the “Agreement”) is entered into ____________________ (the “Effective Date”),
by and between ________________________, with an address of _____________________________ (the
“Company”) and _________________, with an address of _______________________________, (the
“Affiliate”), also individually referred to as “Party”, and collectively “the Parties.”
2. Referral Arrangement. Upon the Effective Date of this Agreement, the Affiliate may, from time to
time, refer potential clients/customers to the Company. The Company will pay the Affiliate a fee for
these referrals.
3. Compensation. The Company shall pay the Affiliate ______ for each successful referral, where a
successful referral is defined as a referral that becomes a client/customer of the Company. The
Company shall pay the Affiliate _____ for each unsuccessful referral, where an unsuccessful referral
is defined as a valid referral candidate that does not become a client/customer of the Company
through no fault of the Affiliate or the Company; and a valid referral candidate is a potential
client/customer that meets the specifications stated in Section 1 above. The Company shall pay the
Affiliate within thirty (30) days of a completed referral, where a completed referral will be the
engagement of the new client/customer or definitive action that the referral will not become a new
client/customer.
4. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue
until ________________________________________________.
5. Confidentiality. During the course of this Agreement, it may be necessary for the Company to share
proprietary information, including trade secrets, industry knowledge, and other confidential
information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate will not
share any of this proprietary information at any time. The Affiliate also will not use any of this
proprietary information for the Affiliate’s personal benefit at any time. This section remains in full force
and effect even after termination of the Agreement by it’s natural termination or the early termination
by either Party.
7. Representations and Warranties. Both Parties represent that they are fully authorized to enter into
this Agreement. The performance and obligations of either Party will not violate or infringe upon the
rights of any third party or violate any other agreement between the Parties, individually, and any
other person, organization, or business or any law or governmental regulation.
8. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees
and costs of any kind or amount whatsoever, which result from the negligence of or breach of this
Agreement by the indemnifying Party, or its respective successors and assigns that occurs in
connection with this Agreement. This section remains in full force and effect even after termination of
the Agreement by its natural termination or the early termination by either Party.
10. Disclaimer of Warranties. The Affiliate shall refer potential clients/customers as requested by the
Company. THE AFFILIATE DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS
WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR
THE LIKE. THE AFFILIATE HAS NO RESPONSIBILITY TO THE COMPANY IF THE REFERRALS
DO NOT LEAD TO THE COMPANY’S DESIRED RESULT(S).
11. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in
whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable.
12. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or future exercise of that right,
power, or privilege or the exercise of any other right, power, or privilege.
13. Legal Fees. In the event of a dispute resulting in legal action, the successful Party will be entitled to
its legal fees, including, but not limited to its attorneys’ fees.
15. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the
State and/or Country in which both Parties do business. In the event that the Parties do business in
different States and/or Countries, this Agreement shall be governed by ____________________ law.
16. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire
agreement between the Parties. In the event that the Parties desire to change, add, or otherwise
modify any terms, they shall do so in writing to be signed by both Parties.
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
Company
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
Affiliate
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________