This Referral and Introducer Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") between:
Principal: _____________________________________________ ("Principal") — the party to whom introductions are made; and
Introducer: _____________________________________________ ("Introducer") — the party making referrals and introductions.
The Principal and Introducer are referred to individually as a "Party" and collectively as the "Parties."
1. Appointment
The Principal hereby appoints the Introducer on a non-exclusive basis to identify and refer prospective clients, buyers, sellers, investors, or commercial partners (each, a "Referred Party") to the Principal, in connection with the Principal's business activities described in Schedule A (the "Business").
The Introducer accepts this appointment and shall use reasonable endeavours to identify and introduce suitable Referred Parties to the Principal during the term of this Agreement.
This Agreement does not create any form of agency, partnership, joint venture, or employment relationship between the Parties. The Introducer has no authority to negotiate, conclude, or vary any contract on behalf of the Principal, and shall not represent itself as having such authority.
The Principal retains sole discretion to accept or reject any introduction made under this Agreement and to determine the terms on which it engages with any Referred Party.
2. The Introducer's Obligations
The Introducer shall make introductions in good faith and shall not introduce any Referred Party that, to the Introducer's knowledge, is subject to applicable sanctions, debarment, or regulatory prohibition.
The Introducer shall, prior to or simultaneously with each introduction, provide the Principal with sufficient background information on the Referred Party to enable the Principal to conduct its own preliminary assessment, including the full legal name, jurisdiction of incorporation or residence, and a brief description of the Referred Party's interest or requirements.
The Introducer shall not make any representations to a Referred Party about the Principal's services, pricing, terms, or capabilities beyond those set out in publicly available materials or materials expressly approved by the Principal in writing.
The Introducer shall comply with all applicable laws relating to its activities under this Agreement, including anti-bribery, anti-corruption, anti-money laundering, and data protection legislation.
The Introducer shall promptly disclose to the Principal any material interest the Introducer has in a Referred Party or any transaction involving a Referred Party.
3. The Principal's Obligations
The Principal shall acknowledge each introduction promptly and in writing, and shall engage with Referred Parties introduced by the Introducer in good faith.
The Principal shall notify the Introducer in writing within five (5) business days of entering into any commercial arrangement with a Referred Party, and shall include sufficient detail to enable the Introducer to calculate the referral fee payable under clause 4.
The Principal shall maintain accurate records of all transactions with Referred Parties and shall make such records available to the Introducer upon request for the purposes of fee verification.
4. Referral Fee
In consideration for each successful introduction that results in a completed commercial transaction between the Principal and a Referred Party (a "Qualifying Transaction"), the Principal shall pay the Introducer a referral fee calculated in accordance with Schedule B (the "Referral Fee").
A Qualifying Transaction shall be deemed to have occurred upon receipt by the Principal of the first payment from the Referred Party under the commercial arrangement, or such other trigger event as the Parties specify in Schedule B.
The Referral Fee shall be invoiced by the Introducer following confirmation of a Qualifying Transaction and shall be payable within thirty (30) days of the invoice date, in the currency specified in Schedule B, by bank transfer.
The Referral Fee obligation applies to all transactions with a Referred Party that close within twenty-four (24) months of the date of introduction (the "Referral Tail Period"), whether or not this Agreement has been terminated by that date, provided the introduction was made during the term of this Agreement.
No Referral Fee shall be payable where: (a) the Referred Party was already known to the Principal prior to the introduction, as evidenced by prior written correspondence or a pre-existing commercial relationship; (b) the introduction does not result in a Qualifying Transaction within the Referral Tail Period; or (c) the introduction was made in breach of this Agreement.
5. Non-Circumvention
The Principal shall not, during the term of this Agreement and during the Referral Tail Period, seek to circumvent the Introducer's entitlement to a Referral Fee by engaging with a Referred Party through an affiliate, subsidiary, related entity, or third party, or by restructuring a transaction in a manner designed to avoid the payment of the Referral Fee. Any such circumvention shall entitle the Introducer to the full Referral Fee as if the Qualifying Transaction had been concluded directly.
6. Exclusivity
This Agreement is non-exclusive. The Introducer may introduce Referred Parties to other parties and the Principal may receive introductions from other sources. Exclusivity in respect of specific Referred Parties, sectors, or geographies may be agreed in writing as a Schedule to this Agreement.
7. Confidentiality
Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement and shall not disclose such information to any third party without prior written consent.
The confidentiality obligation in this clause shall survive termination of this Agreement for three (3) years.
The Introducer shall keep confidential the identity of the Principal and the terms of this Agreement when approaching prospective Referred Parties, unless and until both Parties agree to a formal introduction.
8. Data Protection
Each Party shall comply with applicable data protection legislation in connection with any personal data processed under this Agreement. The Introducer shall obtain any necessary consents before disclosing personal data of a Referred Party's representatives to the Principal, and shall inform such individuals that their data will be shared with the Principal for the purposes of assessing the introduction.
9. Term and Termination
This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months, and shall thereafter automatically renew for successive twelve (12)-month periods unless terminated by either Party on thirty (30) days' written notice.
Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach that is not remedied within fifteen (15) business days of written notice, or upon the insolvency or dissolution of the other Party.
Termination shall not affect the Introducer's right to a Referral Fee in respect of introductions made before termination and transactions closing within the Referral Tail Period.
10. Limitation of Liability
Neither Party shall be liable to the other for indirect, consequential, or punitive loss or damage of any kind arising under or in connection with this Agreement.
The Introducer's total liability under this Agreement shall not exceed the total Referral Fees paid to the Introducer in the twelve (12) months immediately preceding the event giving rise to the claim.
11. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of _____________________________________________.
Any dispute shall be resolved by arbitration under the rules of _____________________________________________, seated in _____________________________________________.
12. General
This Agreement constitutes the entire agreement between the Parties on this subject matter. Amendments must be in writing and signed by both Parties.
If any provision is found unenforceable, the remainder continues in full force.
This Agreement may be executed in counterparts; electronic signatures are valid.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.
For and on behalf of the Principal:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
For and on behalf of the Introducer:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
Schedule A — Description of Principal's Business
Schedule B — Referral Fee Rate, Currency, and Qualifying Transaction Definition
Doc 06 — Referral and Introducer Agreement — Neutral Template