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[Legal note: this article is not legal advice; always have counsel review your B2B partnership agreement template before use.]
Partnerships move faster when terms aren’t reinvented for every deal. A clear referral partnership agreement template helps you approve partners quickly, reduce back-and-forth, and protect both sides. This article walks through what to include in a b2b partnership agreement template for referral motions, how to tailor it for your go-to-market, and where to be precise so finance and legal stay comfortable.
What a referral partnership agreement covers — and why it matters
A referral partner agreement template formalizes how third parties introduce potential customers, how you validate those leads, and how and when you pay rewards. Done well, it clarifies scope and avoids disputes around duplicate leads, timing windows, and payout schedules. It also standardizes brand usage, confidentiality, and data handling so your teams aren’t negotiating from scratch each time.
If you operate in more than one region, a consistent baseline makes international scaling far easier. Add local exhibits for governing law and any required consumer or privacy notices, but keep the core commercial terms stable so reporting and compliance remain predictable.
Key clauses to include in a modern referral partnership agreement
Use this checklist as you adapt the referral partnership agreement template to your motion:
- Purpose
State that the partner will identify and refer prospective customers and, where agreed, support light co-selling. Keep it narrow so you don’t accidentally create a reseller or agent relationship.
- Definitions
Spell out qualified lead, annual recurring revenue, partner portal, products, confidential information, effective date. Precise definitions reduce interpretation risks later.
- Lead submission and acceptance
Mandate a single channel for submissions — typically a partner portal or form — and require basic facts about the prospect and consent to contact. Add an explicit acceptance step with a response SLA, and define duplicates and exclusions. A clean acceptance record is the foundation for payout decisions. For example, some programs require portal submission, written acceptance, and a close within a set window to qualify — tight language here prevents misunderstandings.
- Commission mechanics
Define the base for commission — most B2B templates use first-year annual recurring revenue and exclude one-off setup fees or taxes — plus the rate, when it accrues, when it is payable, and clawback conditions if the customer fails to pay or the deal unravels. Tie payouts to your billing schedule so cash flow stays aligned. Many programs set a close-by window, e.g., the deal must close within three months of acceptance, and cap commission at the first year.
- Partner conduct and limitations
Require accurate representations, compliance with laws, and adherence to your brand guidelines and approved marketing materials. Prohibit quoting unapproved pricing or making warranties on your behalf.
- Intellectual property and branding
Each party keeps its IP. Grant limited, revocable licenses to use names and logos solely to identify the relationship and run approved materials.
- Confidentiality and data protection
Protect non-public information and set a survival period. Reference GDPR or relevant privacy frameworks if personal data will be processed.
- Term and termination
Allow either party to terminate for convenience with notice and for cause of material breach. Clarify what happens to open referrals and unpaid commission at termination.
- Non-solicitation
Consider reasonable non-solicit terms to prevent poaching of customers or employees immediately after the relationship ends, subject to local law.
- Liability, force majeure, notices, governing law
Include standard commercial terms. If you operate globally, choose a forum you can actually support with counsel.
How to tailor the template for your GTM
- Commission fit: pick a simple, defensible rate and base. First-year ARR is easy to administer; multi-year trailing commissions create complexity.
- Window to close: time-box eligibility so old leads don’t linger forever.
- Submission source of truth: require portal submission and written acceptance before any claim can attach — not Slack or email DMs.
- Conflicts and duplicates: document how you’ll handle existing pipeline or other partners submitting the same prospect.
- Proof of influence: for hybrid motions, publish what qualifies as influence and how you’ll adjudicate it.
Practical guidance for partners
- Always submit via the official path and wait for written acceptance.
- Share clear discovery notes and the prospect’s consent to contact.
- Track your accepted referrals and expected payout schedule.
- Follow brand and messaging guidelines — no quoting beyond what’s approved.
- Ask for status updates respectfully and keep finance in the loop with invoice timing aligned to the customer’s payment milestones.
Download Referral Partnership Agreement Template
What’s the difference between a referral partnership agreement template and a reseller contract?
A referral agreement pays for introductions that become customers, while a reseller contract allows the partner to sell and invoice on your behalf. If the partner will sell, discount, or support, use a reseller or agency agreement rather than a referral partnership agreement template.
How long should the commission last?
Most B2B programs keep it simple with a one-time commission on first-year ARR and a close-by window tied to acceptance. This encourages timely action, keeps accounting straightforward, and avoids long-tail liabilities typical of multi-year trailing structures.
Can we include co-selling without turning this into a reseller deal?
Yes — you can permit light co-selling support while keeping ownership of the customer contract with you. Be explicit that all sales agreements are between you and the customer and that the partner cannot bind you or quote unapproved terms.
