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Software Referral Agreement Template for England and Wales

A Software Referral Agreement is a legal contract governed by English and Welsh law that establishes the terms and conditions under which one party (the referrer) can refer potential customers to another party (the software provider) in exchange for compensation. The agreement outlines commission structures, referral processes, obligations of both parties, and includes provisions for data protection, confidentiality, and intellectual property rights. It provides a framework for managing the referral relationship while ensuring compliance with UK legislation.

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What is a Software Referral Agreement?

A Software Referral Agreement is essential when establishing formal referral partnerships in the software industry. This document, governed by English and Welsh law, defines how referral partners can promote software products to potential customers and earn commissions. It covers crucial aspects such as commission rates, payment terms, referral tracking mechanisms, and compliance requirements. The agreement is particularly important for software companies looking to expand their market reach through partner networks while maintaining legal compliance and protecting their intellectual property.

What sections should be included in a Software Referral Agreement?

1. Parties: Identification of referrer and software company

2. Background: Context of the referral relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including Software, Referral, Commission, etc.

4. Referral Terms: Core obligations and mechanics of the referral process

5. Commission Structure: Payment terms, calculation methodology, and payment timing

6. Term and Termination: Duration of agreement and circumstances for termination

7. Confidentiality: Protection of confidential information between parties

8. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP

9. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Software Referral Agreement?

1. Territory Restrictions: Used when referrals are limited to specific geographic areas

2. Non-Compete: When exclusivity or competitive restrictions are required

3. Marketing Guidelines: When specific marketing requirements or restrictions need to be outlined

4. Data Protection: Detailed when significant personal data processing is involved in the referral process

5. Service Levels: When specific performance metrics or response times are required for the referral process

What schedules should be included in a Software Referral Agreement?

1. Commission Schedule: Detailed breakdown of commission rates, tiers, and calculation methods

2. Referral Process: Step-by-step process for making and tracking referrals

3. Software Description: Technical specifications and features of the software being referred

4. Marketing Materials: Approved marketing content, guidelines, and brand usage rules

5. Data Processing Requirements: Specific procedures for handling customer data in compliance with data protection laws

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Fee Agreement

Cost

Free to use

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