Mutual referral and commission agreement

Under this mutual referral and commission agreement, each party may refer customers to the other party in consideration for the other party paying commission to the referring party.

Limitations may be placed upon the scope of the referral rights. For instance, the rights of the referring party to market the services of the other party may be limited to a particular territory. Alternatively or in addition, the types of referrals may be limited by reference to the types of services to be supplied by the party receiving the referrals.

It is assumed in the agreement that each party will operate a referral tracking system. The basic rule is that commission is payable only with respect to customers that are attributed to the relevant party in the referral tracking system. If a customer is registered in the referral tracking system to another person at the point of the referral, no commission will be payable.

This agreement should not be used where the commission payments relate to the supply of physical goods; nor should it be used in relation to relationships subject to the law of agency.

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Mutual referral and commission agreement contents

Definitions: definitions.
Term: commencement of term; end of term.
Referrals by
Second Party
: appointment of
the Second Party
as referral partner; right or obligation to market
First Party
services; procedure for
Second Party
referrals; right to reject
Second Party
referral registration; compliance with law relating to
Second Party
referrals.
Referrals by
First Party
: appointment of
the First Party
as referral partner; right or obligation to market
Second Party
services; procedure for
Second Party
referrals; right to reject
Second Party
referral registration; compliance with law relating to
First Party
referrals.
No exclusivity: no referrals exclusivity for either.
Mutual obligations: neither party is agent etc of other; protection of second party reputation and goodwill; protection of first party reputation and goodwill.
Second Party
Commission: obligation to pay
Second Party
commission upon referral; notice of commission payable in respect of
Second Party
referrals; issue of invoice by
Second Party
for commission; time for payment of commission following invoice ;
Second Party
referral commission after termination.
First Party
Commission: obligation to pay
First Party
commission upon referral; notice of commission payable in respect of
First Party
referrals; issue of invoice by
First Party
for commission ; time for payment of commission following invoice;
First Party
referral commission after termination.
Interest: interest on late payments (mutual).
Audit: right of audit in case of disputed payment (mutual); costs of audit (mutual); limits on audit right.
Confidentiality obligations:
First Party
confidentiality undertaking;
Second Party
confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
Publicity: limited public disclosures; limited public disclosures by
First Party
; limited public disclosures by
Second Party
; confidentiality obligations overriding.
Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss.
Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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Version	1.3
First published	24 Dec 2018
Last updated	11 May 2023
Law	English law and EU law
Language	English (UK)
^†Word count	6,138
^†Template pages	14

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Commercial law Competition law Advertising and marketing Agreement

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Mutual referral and commission agreement

Under this mutual referral and commission agreement, each party may refer customers to the other party in consideration for the other party paying commission to the referring party.

Mutual referral and commission agreement contents

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