Business referral agreement: the 9 clauses and a template to copy

Why put it in writing

A written agreement, even one page long, answers in advance the only question that causes fights: how much, and when?

The 9 clauses

• The parties: name, address, and SIRET number if the referrer is registered.
• The purpose: the referrer introduces potential clients. They do not negotiate and sign nothing on behalf of the business.
• The scope: which products or services, which area, which clients.
• The commission: the rate, the basis (the amount collected excl. VAT), what triggers it (signature or payment received) and the payment deadline.
• The proof: how you establish who introduced whom, and on what date.
• The protection period: how long an introduced client gives the right to a commission if they sign later.
• Independence: each party organizes its own work and stays free to work with others.
• Confidentiality: what is said about clients stays private.
• Term and termination: length of the contract, notice period, and what is still owed for clients already introduced.

Before you sign

This template is a starting point. For a large amount or a regulated profession, have a lawyer review it.

On GLAYDZ

The commission and proof clauses are already done: the rate is written on the offer before any referral, and each introduction gets a dated certificate that anyone can check.

The template to copy

BUSINESS REFERRAL AGREEMENT

Between: [Business], [legal form], [address], SIRET [number], represented by [name] (“the Business”)
And: [Referrer], [address], SIRET [number, if applicable] (“the Referrer”)

1. Purpose. The Referrer introduces potential clients to the Business for [products or services]. The Referrer has no power to negotiate or to conclude any agreement on behalf of the Business.
2. Introduction. Each introduction is made in writing and dated. It gives the right to a commission if the client signs with the Business within the following [12] months.
3. Commission. [X]% of the amount excluding VAT actually collected by the Business from the introduced client, [on the first order / during the first year]. It is paid within [30] days of collection, on a note or invoice from the Referrer.
4. Independence. The Referrer organizes their activity freely. There is no relationship of subordination between the parties. Each party remains free to work with other partners.
5. Confidentiality. Information exchanged about clients remains confidential for the term of the contract and for [2] years afterwards.
6. Tax obligations. Each party declares the sums paid or received according to the rules that apply to it.
7. Term. The contract is entered into for [one year] and renews automatically. Either party may end it with [30] days’ notice. Commissions on clients already introduced remain due.
8. Disputes. The parties first seek an amicable settlement. Failing that, the competent court is that of [city].

Signed in [city], on [date], in two copies.
For the Business: [signature]          For the Referrer: [signature]

Sources

• Commercial Code, article L134-1 (Légifrance)

Also read

• How much should you pay a business referrer?How to set a rate that motivates without eating into your margin. With a worked example.
• Business referrers: what the law says, and who is not allowedThe two reclassifications to avoid, the professions barred from commissions, and the returns to file.