Referral/Commission Agreement

This Referral/Commission Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date") by and between:

company_name ("Company"); and

referrer_name ("Referral Partner").

1. Purpose and Background

Company desires to engage Referral Partner to refer prospective customers and business opportunities to Company, and Referral Partner desires to provide such referrals in exchange for commission payments as described in this Agreement. The Parties acknowledge that Referral Partner has access to networks, relationships, and industry contacts that may benefit Company's sales efforts.

2. Definitions

"Converted Referral" means a Qualified Referral that results in the referred prospect becoming a paying customer of Company by executing a binding agreement and making at least one payment.

"Net Revenue" means the gross revenue received by Company from a Converted Referral, less any refunds, chargebacks, credits, returns, discounts, and applicable taxes.

"Qualified Referral" means a referral that meets all of the criteria set forth in Section 4.2.

"Referral" means any prospective customer or business opportunity submitted by Referral Partner to Company through the channels described in Section 4.1.

"Validity Period" means the period of referral_validity_days days from the date a Qualified Referral is accepted by Company, as described in Section 4.3.

3. Scope of Referral Activities

3.1 Referral Scope

Referral Partner shall use commercially reasonable efforts to identify and refer prospective customers who may benefit from Company's products and services. Referral Partner's activities may include: (a) introducing Company to prospective customers; (b) sharing Company's marketing materials with prospects; (c) facilitating initial meetings between Company and prospects; and (d) providing relevant background information about prospects' needs and requirements.

3.2 Non-Exclusivity

This Agreement is non-exclusive. Company retains the right to enter into referral agreements with other parties and to pursue leads and customers through its own sales efforts. Referral Partner may refer prospects to other companies, provided such activities do not conflict with the confidentiality and non-solicitation provisions of this Agreement.

3.3 No Authority to Bind

Referral Partner shall not have authority to negotiate, execute, or modify any agreements on behalf of Company. Referral Partner shall not make any representations, warranties, guarantees, or commitments on behalf of Company regarding pricing, product features, service levels, or delivery timelines.

4. Referral Process

4.1 Submitting Referrals

Referral Partner shall submit referrals to Company through Company's designated referral portal, email, or other method specified by Company. Each referral submission must include: (a) the prospective customer's name, company, and contact information; (b) the prospect's role or decision-making authority; (c) a brief description of the opportunity and the prospect's needs; and (d) any relevant context about the referral relationship.

4.2 Referral Qualification

A referral shall be considered a "Qualified Referral" when all of the following criteria are met:

(a) The referred prospect is not an existing customer of Company at the time of submission;

(b) The referred prospect is not already in Company's active sales pipeline (as documented in Company's CRM system) at the time of submission;

(c) The referral is submitted through the proper channels described in Section 4.1 with all required information;

(d) The referred prospect has a genuine need for Company's products or services;

(e) Company accepts the referral in writing within ten (10) business days of submission; and

(f) There is no dispute regarding the source of the referral.

4.3 Referral Validity Period

Each Qualified Referral shall remain valid for a period of referral_validity_days days from the date of acceptance by Company (the "Validity Period"). If the referred prospect does not become a Converted Referral within the Validity Period, the referral shall expire, and no commission shall be owed. The Validity Period may be extended by mutual written agreement.

4.4 Referral Tracking and CRM

Company shall track all submitted referrals in its CRM system and assign a unique referral identifier to each submission. Referral Partner shall have access to a referral dashboard or portal to monitor the status of submitted referrals.

5. Commission Structure and Payment

5.1 Commission Rate

Company shall pay Referral Partner a commission of commission_rate% of the Net Revenue received by Company from each Converted Referral. The commission shall be calculated on the first twelve (12) months of revenue from each Converted Referral (the "Commission Period").

5.2 Recurring Revenue

If the Converted Referral renews or expands their engagement with Company beyond the initial Commission Period, Referral Partner shall receive a residual commission of [X]% on renewal revenue for an additional twelve (12) months, provided this Agreement remains in effect.

5.3 Payment Trigger

Commission payments shall be triggered when Company receives payment from the Converted Referral. Company shall pay Referral Partner's earned commission within payment_window_days days of receiving payment from the customer.

5.4 Payment Method

All commission payments shall be made via bank transfer, check, or other mutually agreed payment method. Referral Partner shall provide Company with valid payment information and a completed IRS Form W-9 (or W-8BEN for international partners) prior to the first payment. Referral Partner is responsible for all taxes owed on commission income.

5.5 Commission Adjustments and Clawbacks

If a customer obtained through a Qualified Referral cancels their contract, requests a refund, defaults on payment, or issues a chargeback within ninety (90) days of the initial purchase, Company may: (a) deduct the corresponding commission from future payments to Referral Partner; or (b) request a refund of commission already paid. Referral Partner shall return any clawed-back commission within thirty (30) days of written notice.

5.6 Minimum Payout

Company shall not be required to issue commission payments of less than $50.00. Amounts below the minimum threshold shall accumulate and be included in the next payment that exceeds the threshold.

6. Reporting and Transparency

6.1 Monthly Reports

Company shall provide Referral Partner with monthly reports detailing: (a) the status of all submitted referrals (pending, qualified, accepted, converted, expired, rejected); (b) commission earned during the reporting period; (c) commission payments made; and (d) cumulative commissions earned and paid to date.

6.2 Audit Rights

Referral Partner shall have the right, upon thirty (30) days' written notice and no more than once per calendar year, to audit Company's records related to referral tracking and commission calculations at Referral Partner's expense. If the audit reveals an underpayment of more than 5%, Company shall reimburse Referral Partner for the cost of the audit.

7. Referral Partner Obligations

Referral Partner agrees to:

(a) Represent Company's products and services accurately and professionally at all times;

(b) Not make any representations, warranties, or commitments on behalf of Company;

(c) Comply with all applicable laws and regulations, including anti-bribery and anti-corruption laws (such as the Foreign Corrupt Practices Act and UK Bribery Act);

(d) Maintain the confidentiality of Company's proprietary information, customer lists, pricing, and business strategies;

(e) Not engage in any deceptive, misleading, or unethical practices in connection with referral activities;

(f) Not disparage Company, its products, services, or personnel; and

(g) Promptly notify Company of any conflicts of interest or relationships that could affect the impartiality of referrals.

8. Confidentiality

Each Party shall maintain the confidentiality of the other Party's proprietary and confidential information received in connection with this Agreement, including but not limited to business plans, customer information, pricing, commission structures, and referral data. Confidential information shall not be disclosed to any third party without the disclosing Party's prior written consent, except as required by law. This obligation shall survive termination of this Agreement for a period of two (2) years.

9. Non-Solicitation

During the term of this Agreement and for twelve (12) months following termination, Referral Partner shall not directly solicit or recruit any employees, contractors, or consultants of Company. This restriction does not apply to general job postings or recruitment efforts not specifically targeting Company personnel.

10. Relationship of the Parties

Referral Partner is an independent contractor and not an employee, agent, partner, or representative of Company. Referral Partner has no authority to bind Company in any way. Nothing in this Agreement creates a partnership, joint venture, franchise, or employment relationship between the Parties. Referral Partner shall be solely responsible for their own taxes, insurance, and business expenses.

11. Term and Termination

11.1 Term

This Agreement shall be effective for term_years year(s) from the Effective Date and shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.2 Termination for Convenience

Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party.

11.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent or files for bankruptcy; (c) engages in fraud, dishonesty, or illegal conduct; or (d) causes material reputational harm to the other Party.

11.4 Effect of Termination

Upon termination: (a) Referral Partner shall cease all referral activities on behalf of Company; (b) Company shall continue to pay commissions on Converted Referrals that were submitted and qualified prior to the termination date, subject to the terms of this Agreement; (c) all confidentiality obligations shall survive; and (d) Referral Partner shall return all Company materials, including marketing collateral and customer information.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the Parties. If the dispute cannot be resolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in governing_state, and the arbitrator's decision shall be final and binding.

13. Limitation of Liability

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Company's total liability under this Agreement shall not exceed the total commissions paid to Referral Partner during the twelve (12) months preceding the claim.

14. General Provisions

(a) Governing Law: This Agreement shall be governed by the laws of the State of governing_state, without regard to conflict of law principles.

(b) Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings.

(c) Amendments: This Agreement may only be amended by a written instrument signed by both Parties.

(d) Assignment: Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

(e) Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

(f) Notices: All notices shall be in writing and delivered to the addresses set forth in the signature blocks below.

(g) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Referral/Commission Agreement as of the Effective Date.

Company

company_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Address: ____________________________

Referral Partner

referrer_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Address: ____________________________

Tax ID / SSN (last 4): ____________________________