Saas Referral Partner Agreement Template 2024

This agreement is between Company Name and [Referral Partner Name] (“Referral Partner”). It outlines how the Referral Partner will introduce […]

This agreement is between Company Name and [Referral Partner Name] (“Referral Partner”). It outlines how the Referral Partner will introduce potential customers to the Company and how they’ll be rewarded for successful referrals.

This Agreement (“Agreement”) is made as of this _ day of _, 27__, by and between _______________________ (“Company”), and __________________ (“Referral Partner”). Each may be referred to as a “Party” and together as the “Parties”.


1.1 Referral: A potential customer or client introduced to the Company by the Referral Partner.

1.1.1 Acknowledged Referral: This occurs when the Company confirms in writing that the Referral has been recorded as originating from the Referral Partner. The Company reserves the right to reject any Referral that does not meet its requirements, is a pre-existing contact, or is in active negotiation.

1.2 Qualified Lead: A Referral that fulfills all of the following criteria:

  • The Referral must enter into a binding agreement with the Company for the purchase of the Company’s products or services.
  • The Company must receive full payment from the Referral.
  • The Referral must not be an existing customer, must not be in active negotiations, and must not have been referred by another party.
  • The Referral must comply with all applicable laws and regulations and must not be involved in any activity that could damage the reputation or business of the Company.
  • The Referral must enter into a binding agreement within a predefined period from the date of the referral, as agreed upon by the Parties in writing.

The determination of whether a Referral is a Qualified Lead will be made by the Company in its sole discretion. The Company will notify the Referral Partner in writing upon the conversion of a Referral into a Qualified Lead.


2.1 Referral Partner Duties:

  • Promote the Company’s products and services to potential customers professionally and ethically.
  • Refer potential customers to the Company by providing the customer’s name, contact information, and any other necessary information.
  • Support communication between the Company and the referred potential customer until deemed as Qualified or unqualified.
  • Provide regular status reports to the Company regarding promotion efforts and referrals, as reasonably requested by the Company.

2.2 Company Duties:

  • Provide the Referral Partner with necessary information about the Company’s services to enable effective promotion.
  • Track leads referred by the Referral Partner and keep them informed about the status of these leads.
  • Pay the Referral Partner the referral fees for Qualified Leads by Exhibit A.
  • Provide necessary training and support to enable the Referral Partner to fulfill their obligations effectively.


3.1 Fee:

  • The Company will pay the Referral Partner a referral fee for each Qualified Lead as outlined in Exhibit A.
  • The referral fee will be a fixed fee, sliding rate, or percentage of the total contract value (excluding any applicable taxes) received by the Company from a Qualified Lead during the initial term of the agreement. The exact terms are set forth in Exhibit A.
  • If the Qualified Lead renews its agreement, the Referral Partner will continue to receive the referral fee during those additional terms at the rate specified in Exhibit A.
  • The referral fee will only be paid for Qualified Leads that are not existing customers, are not in the Company’s current sales pipeline, and have not been referred by another party.

3.2 Payment Terms:

  • The Company will pay the referral fee within _ days of the end of the month in which the Company receives payment from the Qualified Lead.
  • All payments will be made via __, as designated by the Referral Partner.
  • The Referral Partner is responsible for any taxes associated with the receipt of the referral fee.
  • The Company will provide a statement showing the calculation of the referral fee for each Qualified Lead when the referral fee is paid.
  • If the Company provides a refund to a Qualified Lead or terminates its agreement with a Qualified Lead within _ days, the Company has the right to deduct the corresponding referral fee from any future payment to the Referral Partner.
  • The Company reserves the right to withhold payment if it suspects fraudulent activities or breaches of this Agreement by the Referral Partner.

3.3 Disputes: In case of any dispute over the calculation or payment of a referral fee, the Parties agree to work in good faith to resolve the dispute. If they cannot resolve the dispute, they will refer it to a mutually agreed third party for mediation.


4.1 Definition: “Confidential Information” means any information that a Party (“Disclosing Party”) discloses to the other Party (“Receiving Party”) that is either designated as confidential at the time of disclosure or should be reasonably understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, customer lists, financial information, marketing strategies, non-public information relating to products or services, and other proprietary information.

4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly confidential. The Receiving Party will not disclose or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

4.3 Exceptions: The obligations under this section will not apply to any Confidential Information that:

  • was already lawfully known to the Receiving Party at the time of disclosure;
  • is disclosed to the Receiving Party by a third party who had the right to disclose it;
  • is publicly available through no fault of the Receiving Party; or
  • is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4.4 Required Disclosure: If the Receiving Party is required by law, court order, or any government or regulatory authority to disclose any of the Confidential Information, it will give the Disclosing Party prompt written notice of such requirement before the disclosure and, if possible, enough time to contest the disclosure.

4.5 Return of Confidential Information: Upon termination of this Agreement, or upon the Disclosing Party’s request, the Receiving Party will return all Confidential Information and all copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it.

4.6 Continuing Obligations: The Receiving Party’s obligation to protect the confidentiality of the Confidential Information will survive termination of this Agreement and continue until the Confidential Information becomes public knowledge other than through the Receiving Party’s breach of this Agreement.


5.1 Ownership: Referral Partner acknowledges that the Company and its licensors own all rights, title, and interest in the service(s), product(s), and all intellectual property rights therein. Nothing in this Agreement gives the Referral Partner any right, title, or interest in the service(s), product(s), or any associated trademarks, except the right to sell or service the service(s) or product(s) by this Agreement.


6.1 Term: This Agreement shall commence on the date first set forth above and will continue indefinitely unless and until terminated by either Party.

6.2 Termination without Cause: Either Party may terminate this Agreement without cause upon providing thirty (30) days’ prior written notice to the other Party. Upon termination without cause, the terminating party is under no obligation to provide reasoning for the termination.

6.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party:

  • Breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, unless such breach is such that it cannot be cured within thirty (30) days, in which case the breaching Party shall commence such cure promptly after receipt of such notice and continuously pursue such cure to completion;
  • Becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise ceases to do business; or
  • Fails to comply with any applicable laws or regulations, which may harm the reputation or business of the other Party.

6.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason:

  • The rights granted to the Referral Partner under this Agreement will immediately cease;
  • The Referral Partner must promptly discontinue all promotion of the Company’s products or services; and
  • Any fees owed to either Party at the time of termination or expiration will be paid according to the terms of this Agreement.

6.5 Survival: The rights and obligations of the Parties outlined in this Section 6 and any right, obligation, or required performance of the Parties in this Agreement will survive termination of this Agreement.


[Company Name] [Signature] [Date]

[Referral Partner Name] [Signature] [Date]


This template provides a general outline for creating agreements and is not legal advice. Always consult with a legal professional to ensure compliance with applicable laws and regulations.

This template is provided “as is” without warranties. Impartner is not liable for any damages arising from its use.

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