SaaS Referral Agreement Template
Disclaimer: This does not constitute legal advice. If you have questions about a contract or its meaning, you should always consult a qualified attorney.
This referral agreement template is designed for SaaS companies that want to establish a referral program with independent contractors or partners. Replace all instances of “XXX” with your company name and “SaaS” with your product name before using.
Referral Agreement Template
REFERRAL AGREEMENT
This Referral Agreement (the “Agreement”) is entered into as of the date of acceptance between XXX (“Company”) and the individual or entity accepting these terms (“Referrer”).
1. Approval
Participation in the referral program requires written approval from Company. Company reserves the right to reject any referral application at its sole discretion. Approval to participate does not guarantee acceptance of any individual lead submission.
2. Referrer Limitations
Referrer operates as an independent contractor and not as an employee, agent, partner, or joint venturer of Company. Referrer has no authority to legally represent Company, enter into contracts on Company’s behalf, or make any commitments or representations to third parties on behalf of Company.
Referrer may not use Company’s trademarks, logos, or branded materials without prior written permission from Company.
3. Lead Submission
Referrer may submit potential customers (“Leads”) to Company using the Company’s standard lead submission form (“CMLF”). Company will review each Lead submission within a reasonable timeframe and notify Referrer whether the Lead has been accepted or rejected.
Company reserves the right to reject any Lead for any reason, including but not limited to:
- The Lead is already in Company’s CRM or sales pipeline
- The Lead has previously been submitted by another referrer
- The Lead does not meet Company’s target customer criteria
4. Commission Structure
For each Lead accepted by Company that results in a closed deal, Company will pay Referrer a commission equal to ten percent (10%) of Lead Referral Revenue received by Company from that Lead.
Payment Terms:
- Commissions are calculated and reported quarterly
- Payment is due on the last day of the month following the close of each quarter
- Company will provide Referrer with a quarterly statement showing Lead Referral Revenue and commission amounts
“Lead Referral Revenue” means the net revenue actually received by Company from the Lead, excluding taxes, refunds, chargebacks, and any revenue from renewals or upsells occurring after the initial term unless otherwise agreed in writing.
5. Term and Termination
This Agreement begins on the date of acceptance and continues until terminated by either party.
Either party may terminate this Agreement with 30 days’ written notice. Company may terminate this Agreement immediately upon written notice if Referrer materially breaches any provision of this Agreement and fails to cure such breach within five (5) business days after receiving written notice of the breach.
Upon termination, Referrer’s right to submit new Leads ceases immediately. Commissions already earned on accepted Leads prior to termination will continue to be paid per the terms above.
6. Dispute Resolution
In the event of any dispute arising out of or related to this Agreement, the parties agree to first attempt resolution through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation through JAMS before pursuing arbitration.
Any arbitration shall be conducted before a single arbitrator in the jurisdiction designated by Company, in accordance with JAMS arbitration rules. The decision of the arbitrator shall be final and binding.
7. Miscellaneous
- Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions and agreements.
- Governing Law: This Agreement shall be governed by the laws of the jurisdiction designated by Company.
- Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
- Modification: This Agreement may only be modified by a written amendment signed by both parties.
Next Steps
If you are evaluating referral partners or reseller agreements for your SaaS, consider consulting a SaaS-focused attorney to tailor this template to your specific business requirements. There are a number of contract attorneys and legal platforms that specialize in SaaS agreements and can provide a customized review at reasonable rates.