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Reseller / Referral Agreement
A partner agreement covering either a referral relationship (send leads for a fee) or a reseller relationship (sell the product and keep a margin), selectable up front.
What is a Reseller / Referral Agreement?
A Reseller / Referral Agreement is a partner agreement covering either a referral relationship (send leads for a fee) or a reseller relationship (sell the product and keep a margin), selectable up front.
Companies building a channel, by paying partners to refer customers or authorizing partners to resell their product, who need clear terms on commissions, territory, IP use, and anti-corruption compliance.
Reseller / Referral Agreement template, current for 2026
One document that branches cleanly between referral and reseller models, modern anti-bribery/anti-corruption and trade-compliance reps, a lead-registration and commission-tail structure, brand-usage guardrails, and a no-misrepresentation clause covering AI-generated marketing claims about the product.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Reseller / Referral Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Which relationship does this agreement establish? This is the master switch. A referral model means the partner sends you qualified leads and earns a fee when they close; you own the customer contract, pricing, and delivery. A reseller model means the partner buys or licenses your product and resells it to their own customers at their own price, keeping the margin. The whole document reconfigures around this choice.
- Your company (the principal, the product or service owner) This is the party whose product or service is being referred or resold. Capture the exact legal name, entity type, and state of formation as they appear on the certificate of formation so the signature block and notices are enforceable.
- The partner (referrer or reseller) This is the counterparty who will refer leads or resell the product. Use the full legal entity name. If they will sign as an individual, say so here.
- How should the partner be described in the recitals? Sets the framing language in the background and recitals. Choose the phrasing that matches how you talk about this partner publicly and internally.
- Effective date of the agreement The date the agreement's obligations begin. This anchors the initial term and all time-based provisions.
- Which U.S. state's law governs the agreement? The state whose law governs interpretation and disputes. Pick the state where your company is headquartered or where you have the strongest nexus; it drives enforceability of restrictive covenants and remedies.
- City and state for venue or dispute resolution Where lawsuits or arbitration will be seated. Usually the same jurisdiction as governing law and near your principal place of business to reduce your travel and counsel cost.
- Describe the product(s) or service(s) covered Defines the scope of what the partner may refer or resell. Be specific and name the SKUs, editions, modules, or service lines, because anything outside this description is not covered and earns no fee or margin.
- Territory Limits where the partner may operate. Worldwide is simplest; a defined territory lets you appoint other partners elsewhere and control channel conflict.
- Specify the defined territory List the countries, states, or regions the partner is authorized to cover. Only shown because you chose a defined territory.
- Is the appointment exclusive? Non-exclusive lets you keep selling directly and appoint other partners in the same territory, the safest default. Exclusive promises the partner they will be your only channel in the territory, which is a significant commitment usually tied to performance minimums.
- Referral fee structure How the referral fee is calculated. A percentage of revenue scales with deal size; a flat fee per closed deal is predictable and simple to administer. Only shown for the referral model.
- Referral fee percentage The percentage of net revenue paid to the partner per qualifying referral. Industry norms run 10 to 30 percent for a first-year cut. Only shown if you chose a percentage-based fee.
- Flat referral fee per closed deal The fixed dollar amount paid per qualified referral that becomes a paying customer. Only shown if you chose a flat fee.
- Over what period is the referral fee paid? Controls how long the partner keeps earning on a referred customer. One-time is cleanest; a first-year or multi-year trailing fee rewards partners for durable relationships but complicates accounting.
- How does the reseller earn its margin? A wholesale discount means you set a list price and the partner buys at a discount, keeping the spread. A resale-price-plus model means the partner sets its own price above your floor. Only shown for the reseller model.
- Reseller discount off list price The percentage discount the partner receives off your published list price. The partner's margin is this discount (or whatever it can charge above net). Only shown for a wholesale-discount model.
- Can the reseller set its own price to end customers? Resale price maintenance has antitrust sensitivity. Allowing the reseller full pricing freedom is the safest; recommending (not mandating) a price avoids per se issues in most states.
- How many days are allowed for payment (the payment terms)? For referrals, how long after a triggering event you pay the fee; for resellers, how long they have to pay your invoice. 30 days (net 30) is standard.
- Late-payment interest rate on overdue reseller invoices (percent per month) The monthly interest that accrues on undisputed reseller invoices not paid when due, capped at the maximum lawful rate. 1.5 percent per month (about 18 percent per year) is the market standard. Only used in the reseller model.
- Is there a minimum performance or purchase commitment? A minimum keeps the partner active and is typically required to justify exclusivity. If they miss it, you can convert to non-exclusive or terminate. Choose none for a low-friction start.
- Describe the minimum commitment State the target and the period (for example, annual referred revenue, number of closed deals, or purchase volume). Only shown if you selected a minimum.
- Require lead or deal registration to earn a fee? Deal registration means the partner must submit a prospect and you must accept it before any fee attaches; this prevents disputes over who sourced a customer. Strongly recommended for referral programs.
- Initial term length How long the agreement runs before renewal. One year with auto-renewal is the common default and gives both sides an annual off-ramp.
- Notice period for termination for convenience How many days' written notice either party must give to end the agreement without cause. 30 days is typical; longer protects the partner's pipeline investment.
- May the partner use your trademarks and marketing materials? Resellers usually need a limited license to your marks and collateral to sell; referrers may need only to identify you. A tightly scoped, revocable license with quality-control approval protects your brand.
- Restrict the partner from promoting competing products? A non-compete keeps the partner focused on your product but is harder to enforce and less appropriate for non-exclusive deals. A non-solicit of your customers is a lighter alternative.
- Include a data protection or privacy addendum reference? If the partner will handle end-customer personal data (contact info, CRM records), a DPA reference sets obligations under laws like the CCPA/CPRA and GDPR. Recommended whenever leads include personal data. This also adds a cyber and errors-and-omissions insurance requirement.
- How should the limitation of liability cap be set? Caps your exposure. Tying it to fees paid over the trailing 12 months is market-standard and proportionate to the deal's value.
- Fixed liability cap amount The maximum dollar liability. Only shown if you chose a fixed cap.
- Dispute resolution method Arbitration is private and often faster; courts allow appeals and injunctions more readily. Choose based on your preference for confidentiality versus procedural rights.
- Company signatory name and title Who signs for your company and their title, for the signature block.
- Partner signatory name and title Who signs for the partner and their title.
Frequently asked
About the Reseller / Referral Agreement and how HDAi works.
What is a Reseller / Referral Agreement? +
A Reseller / Referral Agreement is a partner agreement covering either a referral relationship (send leads for a fee) or a reseller relationship (sell the product and keep a margin), selectable up front. Companies building a channel use it, either paying partners to refer customers or authorizing partners to resell their product, when they need clear terms on commissions, territory, IP use, and anti-corruption compliance.
Is HDAi's Reseller / Referral Agreement legally binding? +
The Reseller / Referral Agreement HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Reseller / Referral Agreement? +
You can generate and download the Reseller / Referral Agreement in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Reseller / Referral Agreement current for 2026? +
One document that branches cleanly between referral and reseller models, modern anti-bribery/anti-corruption and trade-compliance reps, a lead-registration and commission-tail structure, brand-usage guardrails, and a no-misrepresentation clause covering AI-generated marketing claims about the product.
How long does the Reseller / Referral Agreement take? +
Estimated time about 17 min (33 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Reseller / Referral Agreement work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Commercial & IP
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