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What is a Referral Agreement? Essential Elements

Referral is a great channel for any business to increase sales and credibility. Referral marketing helps you to leverage your existing customers to boost your business. A referral agreement is necessary for building a trusted and ...

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What is a Referral Agreement

Referral is a great channel for any business to increase sales and credibility. Referral marketing helps you to leverage your existing customers to boost your business.

A referral agreement is necessary for building a trusted and professional referral program. It helps you to foster long-term relationships with your customers who want to introduce your products.

If you still wonder “what is a referral agreement” or “what should be included in this document”, check it out in the content below.

We’ll cover all the essentials for you. Scroll down to discover it!

What is A Referral Agreement?

A referral agreement is a legal document between two parties, a business and a referrer. In this relationship, the business looks for new potential customers.

Referrers are usually existing customers. They introduce their friends or colleagues to the business. In return, they receive a reward or commission.

This agreement can also go by other names like “partner referral agreement”, or “referral marketing agreement”. It details the rules of this partnership. It also sets out the roles and responsibilities of each party.

When you run a referral program, this agreement helps you lay down your partnership’s legal groundwork. It ensures that your collaboration runs smoothly and reduces the chance of misunderstandings.

Typically, this agreement will be effective once someone joins your program. You must approve their participation. If you want to have several practical examples, you can check the partner agreement of Wine Direct.

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Why A Referral Agreement Is Necessary

A referral agreement serves as the foundation for a structured and mutually beneficial referral partnership.

It provides a clear framework for the relationship. It outlines the responsibilities, expectations, and compensation for both parties.

This transparency helps avoid confusion. It also lays a solid foundation for a fruitful collaboration.

Thanks to such clarity, your referrers know what to expect when joining your program. For example, they will know the referral fee structure and how and when to receive payments.

It also helps parties avoid misunderstandings and disputes in the future. The legal document protects the parties in the relationship. In case of disputes, it can be used to resolve issues, ensuring that the terms of the partnership are upheld.

As a merchant, you also enjoy further protection from a referral agreement. It ensures that your referrers comply with the applicable laws. It also saves you from legal risks resulting from referrers’ illegal actions.

Moreover, a referral agreement protects against dishonest behavior by referral partners. If there’s any fraud, the agreement’s terms will help you resolve dishonest practices.

Deciding if you need a referral agreement depends on the type of referral network you want. You don’t need a professional agreement if you just host an informal program. This program is for your close customers to refer their friends.

Otherwise, an ongoing referral agreement should be available. This way, you can turn customers into formal partners to extend your client base.

Referral Agreement: What to Include? 

So, which matters should you include in your referral agreement? Let’s discover one by one below!

Date of signing

The agreement should display the date at the start and the end. At the beginning, the date signifies when the agreement was formed. Meanwhile, at the end, it indicates the date of signing.

The date decides when the agreement goes into force. It determines when the official relationship between the parties starts. So, it’s indispensable in a formal contract.

Terms definitions

The first clause in the agreement should be definitions. Defining important terms in the agreement is crucial. It helps maintain simplicity and clarity.

You should specify the meanings of terms like “referral partner” or “referral”. That ensures both parties have a mutual understanding. It minimizes confusion about the agreement’s details.

For instance, clarifying “referral” in your referral agreement is crucial to align expectations. Without mutual comprehension, you might receive leads from your referrer that don’t meet your criteria.

Partnership nature

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A key element of a referral agreement is specifying the nature of the relationship between the parties.

Clearly state that successful referrals to your business will earn partners a referral fee.

It’s also crucial to state that the compensation doesn’t mean an employment relationship. Referrers remain independent contractors of your business.

Such clarity will help to exempt your business from employment benefits under applicable laws. It also protects you from liabilities resulting from your referrers’ promoting activities.

Exclusivity clause

Exclusive or non-exclusive depends on your strategy.

A non-exclusivity clause states that the partners maintain their independence. They are free to build partnerships with other companies. This clause keeps both sides from being stuck in a partnership that isn’t working out or beneficial anymore.

However, it’s also popular for businesses to restrict their partners from collaborating with direct competitors.

You can include a clause that prevents referrers from associating with competing entities. The exclusivity clause should be effective during the partnership. It may also apply for a period following its termination.


You may also decide how long your agreement will last. It can be a long-term or short-term relationship. It’s equivalent to a short-term agreement or a long-term agreement, depending on your target.

A short-term deal could be ideal for collaborations to promote an event within a specific timeframe.

A long-term one will continue indefinitely unless either party terminates based on the terms of your agreement. Usually, referral fee agreements fall within this type.

Indefinite length gives both parties more freedom. However, your agreement should clearly explain how to cancel the ongoing contract. This will avoid confusion if a partner wants to leave. You shouldn’t allow partners to quit the relationship suddenly for any reason.

You need to define acceptable reasons for terminating the referral contract. Also, you should include the required notice period. A party must provide this to cancel the relationship. Besides, ensure your partner understands what happens after they terminate their agreement.

Referral fees

This term should explain the specifics of your referral fee or commission structure. It needs to cover the type of payments referrers will receive (cash or store credits). It also needs to cover the amount for each successful referral.

To clarify the commission mechanism, you should also detail what are qualified and unqualified referrals.

Usually a successful referral is typically a new customer making a purchase. However, some B2B businesses might offer smaller fees for generating qualified leads. This is because of the longer sales cycles.

Next, you should include the time of payment in this clause. Options might include immediate after each referral or monthly as a cumulative payment.

The term should also stipulate the method of determining the referral fee. It could be a standard amount, a percentage of each sale, or varied amounts based on the product’s value through tiered fees.

You may also consider if there are payments in cases where orders are canceled or returned within a certain period. A minimum sales threshold is also a factor in this section.

In addition, if you intend to give extra incentives for high-performed referrers, it should be noted within this clause. Commission rates may increase after reaching specific goals. Each month, the top referrers may also receive tangible rewards.

Promotional expectations

Promotional expectations are crucial in a referral agreement. It’s for ensuring you and your partners clearly understand how your brand is to be promoted.

It helps avoid misrepresenting or sharing incorrect information about your business. Lacking this clause might lead to wrong marketing methods for referrers.

In your agreement, specify the specific messages your partner should use when recommending your brand. Also, let them know the target audiences they should focus on.

You might list the essential details partners need to highlight. Partners need to know what makes your product or service unique. Include the problems it solves. That will help your partners share attractive and suitable content about your product or service.

In addition, make your referrers aware of any off-limits promotional tactics. They should also know the language that should be avoided about your products.

Promotional expectations may also include the extent of reference allowed. Whether partners are expected to refer only those within their network or not should be specified in the agreement.

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Referral process

Your referrer partners need to know the online referral process. It’s one of the most important things.

They should be clear about the referral submission process. They should also be clear about the referral tracking system. Also, they need to understand how rewards are distributed.

In your referral agreement, you should outline the referral methods you prefer. This includes:

  • The way referrals should be submitted: They should be sent through a specific form, portal, or any other way.
  • The recommended method for inviting peers: Partners should get a referral via email or a direct message on social media.
  • The required contact details for each referral.

In addition, you may explain how partners can use your software to monitor their referrals’ progress. That’s useful for your referrers to follow their work and results.

Intellectual property

Your partners must use your intellectual property when promoting your product or service.

So, you should include a clause giving them a license to use such intellectual property. It allows your partners to utilize your business’s marketing resources for effective referrals.

This clause also sets the limit for their usage. It helps to prevent misuse, protecting your business.

Confidentiality and privacy

When cooperating with referrer partners, you might need to disclose confidential information to them.

It’s essential to define confidential information. Also, assign the obligations to protect and non-disclose such information to your referrers.

This provision safeguards your business secrets.

In exchange, you may need to include a privacy clause for protecting your partner’s details. That’s their private information, which should be protected under privacy laws.

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Add a section at the end of the agreement for you and the referral partner to sign.

Signing makes the agreement effective and binding. It also shows that your partner agrees to all its terms and conditions.

After signing, partners can immediately begin to earn commissions for successful referrals.

How to Manage Your Referral Agreement Template?

Managing referral agreements is also important work. It ensures the smooth operation and legality of your referral program.

Well-managing agreements also lead to well-managing referral relationships.

You can adopt the following tips for managing them. This ensures they meet both your business needs and compliance requirements.

Involvement of the legal department

Usually, in every business, the legal team plays the main role in the creation and ongoing management of agreements. A referral agreement is not an exception.

The legal department will help to ensure that the agreement complies with current laws. They’ll also help protect your business’s interests.

They will also regularly review and update the template to reflect changes in legislation or business strategy.

With their work, you can rest assured that they will manage referral contracts. They will protect your rights and even address disputes (if any) in this relationship.

Collaboration with the sales department

The sales team’s insights are invaluable in managing your referral agreement template.

While the legal team has a legal background, the sales department has practical knowledge of the program.

They understand the market dynamics and can suggest relevant adjustments to the template.

Their feedback helps tailor the agreement to better motivate and reward referral partners. It ensures that the terms are attractive and fair.

In other words, they help to make it align with sales strategies and goals.

Use of contract management tools

Digital contract management tools are necessary for enhancing the efficiency of your referral agreements. They are very helpful in case your business has many referral contracts.

These platforms allow for easy customization of templates and simplified distribution and signing processes. They also enable effective tracking of agreement statuses.

Besides, they offer secure storage for signed agreements. This makes retrieval and compliance checks straightforward.

Referral Agreement Tips

Here are some useful tips for you to enhance the effectiveness of your referral agreements:

Clarity in terms and conditions

The cornerstone of any referral agreement is its clarity. Clarity prevents misunderstandings and sets the stage for a smooth partnership.

Both parties need to fully grasp the entire agreement: understanding how each section functions, its implications for everyone involved, and the significance of these details.

You should use clear and direct language to prevent confusion and disagreements. Unclear or vague wording in the referral agreement may cause misunderstandings and conflicts.

Being specific and clear about the terms and conditions of the referral agreement is essential to eliminate any ambiguity.

Consultation with legal professionals

You can also consult legal professionals to make a great referral agreement template. They will help you to ensure that your referral agreement complies with all applicable laws and regulations, protecting both parties from potential legal issues.

With their expertise, they can also help to build agreements that align with specific business needs while maintaining compliance.

Regular review and update

The business environment is constantly evolving, and so are the laws that govern referral agreements.

Regularly reviewing and updating your agreement ensures it remains compliant with the applicable laws. Through this process, you will also keep your agreement aligned with the change in your business strategies.

It also allows you to adjust the terms based on what works best for your business and your partners. That contributes to the improved mutual benefits through cooperation stages.

Effective communication

Clear and ongoing communication with your referral partners is crucial. It ensures that both parties are aligned with the goals and expectations stipulated in the agreement.

Updating regularly and building open lines of communication foster a positive and productive relationship.

Frequently Asked Questions

  • Who is a referrer in the referral agreement?

A referrer in a referral agreement is an individual or entity that recommends potential clients to a business. The referrer will receive rewards or compensation for each referral, as outlined in the agreement.

  • How do I set up a referral contract?

To establish a referral contract, you should clearly define the terms, such as the roles of the parties, referral fee structure, and conditions for successful referrals.

You may consult with legal professionals to ensure legal compliance. After having the final contract, both parties should review and sign the agreement to make it official.

  • What is a referral clause?

A referral clause in a contract usually stipulates the terms and conditions under which referrers agree to introduce customers to the business. It may outline the conditions for referrals, compensation details, and any obligations or rights of both parties.

  • Who is responsible for managing a referral agreement?

Business owners are responsible for managing your referral agreement. You will need to oversee the agreement’s terms, track referrals, handle disputes, and ensure timely payments or rewards to your referrers.

  • How to create a referral agreement?

You should decide the goals and terms of your referral program first. They should include compensation and qualifications for referrals.

Then, you can draft the agreement with clear and concise language. The sections should reflect your decided terms and help you to achieve your goals.

You may also review the draft with legal professionals and then finalize it for signatures.

  • Can I automate my referral agreement template?

Yes, you can.

Contract management software or platforms will help you to do so. These tools allow you to customize, send, and sign agreements electronically. They simplify the process.


Now, you know “what is a referral agreement”, what to include in such an agreement, and how to manage it.

If you intend to start a referral program, put the task of making an agreement on your must-have task list. When doing it, don’t forget our recommended terms.

Ellie Tran, a seasoned SEO content writer with three years of experience in the eCommerce world. Being a part of the UpPromote team, Ellie wants to assist Shopify merchants in achieving success through useful content & actionable insights. Ellie's commitment to learning never stops; she's always eager to gain more knowledge about SEO and content marketing to create valuable content for users. When she's not working on content, Ellie enjoys baking and exploring new places.