Referral Agreement
This Referral Agreement (this "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:
[Company Name], with its principal place of business located at [Company Address], [City], [State] [ZIP] (the "Company"); and
[Referrer Name], with an address at [Referrer Address], [City], [State] [ZIP] (the "Referrer").
The Company and the Referrer may each be referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is engaged in the business of providing products and/or services and desires to expand its client base through a structured referral program; and
WHEREAS, the Referrer has access to potential clients and possesses business relationships, industry knowledge, and professional contacts that may benefit the Company; and
WHEREAS, the Referrer is willing to refer such potential clients to the Company in exchange for the compensation described herein; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. REFERRAL SCOPE AND EXCLUSIVITY
The Referrer agrees to refer prospective clients to the Company on a [Exclusivity] basis for the duration of this Agreement. A "Qualifying Referral" is defined as a prospective client who meets the following criteria:
[Qualifying Criteria]
The Referrer shall submit each referral via [Submission Method], including the prospective client's name and contact information. The Company shall have sole discretion to accept or reject any referred prospect and to negotiate and determine the terms of any engagement with the referred client. The Company shall notify the Referrer of the acceptance or rejection of each referral within fourteen (14) business days of submission.
2. COMPENSATION AND PAYMENT
In consideration of each Qualifying Referral that results in a completed transaction or executed agreement between the Company and the referred client, the Company shall pay the Referrer a referral fee of [Referral Fee] (the "Referral Fee"). The commission structure shall be [Commission Type].
Payment of the Referral Fee shall be made [Payment Schedule], via [Payment Method]. No Referral Fee shall be due or payable unless and until the referred client enters into a binding agreement with the Company and, where applicable, the Company has received payment from the referred client.
In the event a referred client cancels, defaults, or requests a refund within thirty (30) days of the initial transaction, the Referral Fee for that client shall be forfeited or refunded to the Company, as applicable. The Company shall provide the Referrer with a monthly statement detailing all referrals, their status, and any fees earned or pending.
3. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and remain in effect for a period of [Duration], unless earlier terminated by either Party upon thirty (30) days' prior written notice to the other Party. Upon termination, the Referrer shall be entitled to receive Referral Fees for any Qualifying Referrals submitted prior to the effective date of termination, provided such referrals result in completed transactions within ninety (90) days following termination.
4. CONFIDENTIALITY
Each Party acknowledges that, in the course of performing under this Agreement, it may receive or have access to confidential and proprietary information of the other Party, including but not limited to client lists, referral data, business strategies, pricing structures, and financial information (collectively, "Confidential Information"). Each Party agrees to hold such Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing Party, except as required by law. This obligation shall survive the termination of this Agreement for a period of two (2) years.
5. INDEPENDENT CONTRACTOR STATUS
The Referrer is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. The Referrer shall have no authority to bind the Company or make representations on its behalf. The Referrer shall be solely responsible for all taxes, insurance, and other obligations arising from the Referral Fees received hereunder.
6. NOTICES
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified mail, return receipt requested, postage prepaid; or (c) sent by email with confirmed receipt. Notices shall be addressed as follows:
To the Company: [Company Name], [Company Address], [City], [State] [ZIP], Email: [Company Email], Phone: [Company Phone]
To the Referrer: [Referrer Name], [Referrer Address], [City], [State] [ZIP], Email: [Referrer Email], Phone: [Referrer Phone]
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Law State], without regard to its conflict-of-law principles.
8. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect.
9. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. This Agreement may only be amended, modified, or supplemented by a written instrument duly executed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Referral Agreement as of the Effective Date first written above.
COMPANY:
Name: [Company Signer]
Title: [Signer Title]
Company: [Company Name]
Date: [Company Sign Date]
REFERRER:
Name: [Referrer Name]
Date: [Referrer Sign Date]
Party 1
________________
Signature
Date: ________________
Party 2
________________
Signature
Date: ________________
What Is a Referral Agreement?
A Referral Agreement in the United States governs the relationship between the parties by fixing what each must do.
Referral agreements are widely used across industries including real estate, financial services, legal services, technology, and healthcare. The agreement must be carefully structured to comply with industry-specific regulations. In real estate, for example, referral fees between licensed agents are permitted under most state licensing laws, but paying referral fees to unlicensed individuals violates licensing statutes in many states. In healthcare, the federal Anti-Kickback Statute (42 U.S.C. Section 1320a-7b) and the Stark Law (42 U.S.C. Section 1395nn) prohibit referral fees for Medicare and Medicaid patient referrals.
From a tax perspective, referral fees paid to individuals are reportable income. Businesses paying referral fees of $600 or more to non-employees in a calendar year must issue IRS Form 1099-NEC to the referrer and report the payments to the IRS. The referral agreement should address tax reporting responsibilities to avoid disputes and confirm both parties understand their obligations.
When Do You Need a Referral Agreement?
A referral agreement is needed whenever one party will systematically introduce potential clients or customers to another party's business in exchange for compensation. The most straightforward use case is when a business wants to formalize relationships with individuals or companies that regularly send leads — such as a financial advisor who refers clients to an estate planning attorney, or a web designer who refers clients needing content writing to a copywriter.
Businesses launching affiliate or partner programs need referral agreements with each affiliate to define commission rates, tracking methods, and attribution windows. Companies entering new geographic markets often engage local business contacts as referral partners to use existing relationships and networks.
Professional service firms — accounting firms, law practices, consulting agencies — frequently establish reciprocal referral arrangements with complementary service providers. Technology companies use referral agreements with system integrators and value-added resellers who recommend their software to end clients. Real estate agents formalize referral fee arrangements when passing clients to agents in other markets. Without a written agreement, disputes over whether a referral was the actual source of a client, how much commission is owed, and when payment is due are common and difficult to resolve.
What to Include in Your Referral Agreement
A referral agreement must clearly identify both parties — the referrer and the business receiving referrals — with full legal names, business addresses, and entity types. The scope of the referral relationship should define what types of clients, products, or services the agreement covers, and any geographic or market limitations.
The qualifying referral criteria are critical: the agreement must specify exactly what constitutes a valid, compensable referral. This typically includes requirements that the referred party is a new client not previously known to the business, that the referral results in a signed contract or completed purchase within a defined timeframe, and the method by which referrals must be submitted (written notification, CRM entry, referral form).
The compensation structure must be unambiguous — whether it is a flat fee per referral, a percentage of the initial transaction value, a percentage of the client's lifetime value, or a recurring commission on ongoing revenue. Payment timing should specify whether fees are earned upon the client signing a contract, upon the client's first payment, or upon project completion. Late payment penalties and interest on overdue amounts should be included.
Exclusivity terms determine whether the referrer is the sole authorized referral source within a territory or whether the business maintains multiple referral relationships simultaneously. The agreement duration, renewal terms, and termination provisions — including what happens to pending referrals when the agreement ends — must be clearly stated. A tail provision specifying that the referrer still earns commission on referrals made before termination that close afterward protects the referrer's earned pipeline. Confidentiality provisions preventing the referrer from disclosing the business's pricing, client information, or proprietary methods round out the agreement.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Referral Agreement (United States) [Legal document template]. Forms Legal. https://forms-legal.com/usa/business/contracts/referral-agreement
"Referral Agreement (United States)." Forms Legal, 2026, https://forms-legal.com/usa/business/contracts/referral-agreement.
@misc{formslegal-referral-agreement,
author = {{Forms Legal}},
title = {Referral Agreement (United States)},
year = {2026},
howpublished = {\url{https://forms-legal.com/usa/business/contracts/referral-agreement}},
note = {Free legal document template. Based on Uniform Commercial Code (UCC)}
}Also available for these jurisdictions:
Frequently Asked Questions
Yes, a properly executed Referral Agreement is legally binding in United States when it meets the formal requirements established by applicable local law.
A valid Referral Agreement in United States requires: (1) legal capacity of the parties, (2) free and informed consent, (3) a lawful purpose, and (4) compliance with any formal requirements specified by local legislation.
While not always legally required, consulting a lawyer in United States is recommended to ensure compliance with all applicable laws and regulations.
In United States, electronic signatures are generally recognized for most contracts. However, certain types of documents may require wet signatures or notarization. Check local requirements.
Breach of a Referral Agreement in United States may result in damages, specific performance, or injunctive relief. The aggrieved party can seek remedies through the competent courts.
Yes, electronic signatures are legally valid under the E-SIGN Act (15 U.S.C. 7001) and the Uniform Electronic Transactions Act (UETA) adopted by most states.
The non-breaching party may seek remedies including compensatory damages, specific performance, injunctive relief, or termination. Remedies vary by state law.
Notarization requirements depend on the document type and state law. While not always required, notarization adds authentication and may be necessary for government filing.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Independent Contractor Agreement
Hiring a freelance designer, a marketing consultant, or a software developer? An Independent Contractor Agreement makes clear they're not an employee — and that matters for taxes, liability, and IP ownership. It lays out the deliverables, payment terms, deadlines, and who owns the finished work. Our template includes clauses for confidentiality, non-solicitation, termination, and dispute resolution. Enter the details, preview your document in real time, and download a clean PDF or Word file — free, no account required.
Service Agreement
Hiring a freelancer, consultant, or service provider? Or offering your own services to a client? Either way, you need a Service Agreement. It defines the scope of work, payment terms, deadlines, intellectual property rights, confidentiality, and what happens if things go sideways. Without a written contract, you're relying on goodwill — and that doesn't hold up in court. Whether it's web design, marketing, or plumbing, put it in writing. Our free template covers all the essentials. Fill it out, preview, and download as PDF or Word.
Commission Agreement
Paying someone on commission? Whether it’s a sales rep, a real estate agent, or a referral partner, a Commission Agreement makes sure everyone’s on the same page about how money changes hands. It lays out the commission rate or structure, what triggers a payout, when payments are due, and what happens with returns or cancellations. Without a written agreement, disputes over who earned what are practically inevitable. Our free template covers commission calculations, payment schedules, exclusivity terms, and termination conditions. Fill it out online, preview in real time, and download as PDF or Word.