Agreement template

Referral fee agreement template

One page that answers the five questions every referral arrangement eventually faces. Fill in the brackets, have your lawyer review it.

Every referral fee dispute starts the same way. Two people who remember the handshake differently. The fix is not a 40-page contract. It is one page that answers what counts as a referral, what the fee is, when it gets paid, what happens if the client leaves, and who pays the taxes.

This template pairs with the referral fee calculator for choosing the numbers that go in the brackets.

This is not legal advice. It is a starting draft for a conversation with your attorney and accountant. Laws on referral compensation vary by state, industry, and profession.

1. Qualified referrals.

A "qualified referral" is a prospective client that (a) the Referrer introduces to the Company by email, call, or through the Company’s referral link or portal, (b) is not already in active discussions with the Company, and (c) the Company confirms in writing as a qualified referral within 10 business days of the introduction. If the Company already knows the prospect, the parties will agree in writing at that time whether the introduction qualifies (in full, in part, or not at all) before work proceeds.

2. Referral fee.

For each qualified referral that becomes a paying client, the Company will pay the Referrer X% of revenue collected from that client during the first 12 months of the engagement. The fee is calculated on revenue actually collected, not on contracted or invoiced amounts.

3. Payment.

The Company will pay accrued referral fees within 30 days of each quarter-end, with a statement showing the client, the collected revenue, and the calculation. No payment is due for any period in which accrued fees total less than $50.

4. Refunds and clawbacks.

If the Company refunds revenue on which a referral fee was paid, the corresponding fee is deducted from the next payment. If the referred client cancels within 90 days of signing, no further fees accrue.

5. Taxes.

The Referrer will provide a completed W-9 (US) before the first payment. Referral fees are reported on Form 1099 where required. Each party is responsible for its own taxes.

6. Conflicts.

The Referrer confirms that accepting referral fees does not violate any obligation to an employer, client, or professional body, and will decline the fee (or accept a non-cash thank-you) where it would.

7. No exclusivity; no agency.

Neither party is obligated to make or accept referrals. The Referrer is not an agent or employee of the Company and will not make commitments on its behalf.

8. Term.

Either party may end this agreement with written notice. Fees on referrals qualified before the end date continue to accrue and be paid per sections 2–4.

Guidance

Choosing your numbers

Typical ranges by industry. Pair with the referral fee calculator to model specific deals.

Agencies

5 to 10% of collected revenue is typical for a pure introduction, with a 12-month cap; step-downs (10% year one, 5% year two, 0 after) reward long clients without paying forever.

MSPs

Price in MRR terms. 5 to 10% of MRR for the first 12 to 24 months, paid only on collected revenue.

Consultants

5 to 15% is common; drop toward 1 to 5% for a quick intro on a large deal, rise above 15% only if the referrer helps sell.

Law firms: do not use this template.

Fee division between lawyers is governed by your bar’s version of ABA Model Rule 1.5(e), which requires proportional service or joint responsibility, the client’s written consent to the split, and a reasonable total fee. Sharing fees with non-lawyers is separately restricted. See how firms track referred matters with the required paper trail.

When the agreement is signed, the hard part starts: honoring it every month without a scramble. Introzy tracks every intro, calculates commissions against your fee plan, and gives partners statements both sides can see.

Start free
Related tools

Choose the numbers, then put them in writing

The template is the last step. Use these tools to decide what goes in the brackets.

Referral fee calculator

"What percentage should I fill in?"

Four inputs, a defensible range based on published convention. Use the midpoint for the bracket in clause 2.

Fee structure comparison

"Flat fee, percentage, or recurring?"

Compare five structures side by side on your deal economics before you commit to one in the agreement.

Commission timeline

"What payout cadence should I choose?"

Model monthly vs quarterly payouts, collection delays, and clawback windows. Fills in the blanks in clauses 3 and 4.

What should a referral fee agreement include?

Qualified referral definition

Spell out what counts as a referral and what doesn’t. The definition should cover the introduction method, whether the prospect was already known, and a confirmation window so both sides agree before work begins.

Fee structure

State the percentage (or flat amount), what it’s calculated on (collected revenue is standard), and how long the fee applies. A 12-month cap on first-year revenue is the most common structure.

Payment terms

Define the payment cadence (monthly or quarterly), the deadline after period-end, and a minimum threshold. Include a requirement for a statement showing the calculation.

Clawback provisions

Cover what happens when revenue is refunded or the client cancels early. A 90-day clawback window is typical. Deducting from the next payment is simpler than requesting repayment.

Tax documentation

Require a W-9 (or equivalent) before the first payment, state which party files the 1099, and make each party responsible for its own taxes. This avoids surprises at year-end.

FAQ

Is this template legally binding?

Not as delivered. It’s a starting point. Have a qualified attorney review and complete it before anyone signs.

What about law firms?

Fee division between lawyers has ethics requirements that vary by jurisdiction. This template is for non-regulated business referrals. Law firms should consult their state bar’s version of Rule 1.5(e).

Should I pay on revenue or profit?

Revenue, almost always. Profit-based fees require sharing your cost structure and invite disputes over accounting.

What if two people refer the same prospect?

The template addresses this in clause 1: if the Company already knows the prospect, the parties agree in writing whether the introduction qualifies. First-accepted attribution is the most common model.