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Referral Agreement
I need a referral agreement to formalize a partnership where my company will refer potential clients to a partner company in exchange for a commission. The agreement should outline the commission structure, confidentiality obligations, and a termination clause with a 30-day notice period.
What is a Referral Agreement?
A Referral Agreement sets out the terms and rewards when one party helps bring new customers or business opportunities to another. In Indonesia, these contracts often specify commission rates, payment schedules, and the exact services or products covered under the referral arrangement.
The agreement protects both parties under Indonesian Civil Code provisions, especially when dealing with ongoing business relationships. It clearly defines how long the referral relationship lasts, what counts as a successful referral, and any exclusive territory rights. Many Indonesian businesses use these agreements for property sales, financial services, and business-to-business partnerships.
When should you use a Referral Agreement?
Use a Referral Agreement when partnering with individuals or companies to expand your customer base in Indonesia. This becomes essential for real estate agents sharing property listings, financial advisors directing clients to specialized services, or consultants connecting businesses with vetted suppliers.
The timing is critical when starting new business relationships, especially before any referral activities begin. Indonesian law requires clear documentation of commission structures and referral terms to prevent disputes. Many businesses implement these agreements during expansion phases, when building distribution networks, or launching partner programs that rely on third-party introductions.
What are the different types of Referral Agreement?
- Referral Partner Agreement: Comprehensive framework for ongoing business partnerships with multiple referrals over time
- Referral Fee Agreement: Simple commission structure for one-time or occasional referrals
- Loan Referral Agreement: Specialized for financial institutions and credit referrals
- Introduction Fee Agreement: Focused on business introductions and networking compensation
- Property Finders Fee Agreement: Tailored for real estate transactions and property sourcing
Who should typically use a Referral Agreement?
- Business Owners: Create and implement Referral Agreements to expand their customer base through partner networks
- Real Estate Agents: Exchange property listings and share commissions with other licensed agents across Indonesia
- Financial Advisors: Connect clients with specialized services while maintaining compliance with OJK regulations
- Legal Counsel: Draft and review agreements to ensure enforceability under Indonesian contract law
- Sales Teams: Manage referral partnerships and track commission structures with external partners
- Business Development Managers: Establish and maintain strategic referral relationships with industry partners
How do you write a Referral Agreement?
- Party Details: Gather complete business information, registration numbers, and authorized representative names for all parties
- Commission Structure: Define exact payment amounts, percentages, and conditions that trigger referral fees
- Service Scope: Clearly outline which products or services qualify for referral compensation
- Payment Terms: Specify payment schedules, methods, and any minimum thresholds required
- Duration: Set agreement length, renewal terms, and notice periods for termination
- Territory Rights: Define geographical boundaries or market segments for referral activities
- Compliance Check: Ensure alignment with Indonesian business partnership regulations and industry-specific requirements
What should be included in a Referral Agreement?
- Party Identification: Complete legal names, addresses, and registration numbers of all parties involved
- Referral Terms: Detailed description of services, products, and qualifying conditions for referrals
- Commission Structure: Clear payment terms, calculation methods, and timing of compensation
- Confidentiality: Protection of business information and client data under Indonesian privacy laws
- Non-Compete: Reasonable restrictions on competitive activities during and after the agreement
- Termination Rights: Specific conditions and procedures for ending the agreement
- Dispute Resolution: Choice of Indonesian law and preferred method of conflict resolution
- Execution Block: Signature spaces with company stamps as required by Indonesian business custom
What's the difference between a Referral Agreement and an Agency Agreement?
A Referral Agreement differs significantly from an Agency Agreement in several key aspects, though both involve business relationships and compensation for bringing in business. Here's what sets them apart:
- Legal Authority: Agency Agreements grant the agent power to act on behalf of the principal, while Referral Agreements only allow introduction of potential clients without negotiation rights
- Liability Scope: Agents bear more legal responsibility and can bind their principal to contracts; referral partners simply make introductions
- Compensation Structure: Agency relationships typically involve ongoing commissions and broader revenue sharing, while referral fees are usually one-time payments for specific introductions
- Regulatory Requirements: Under Indonesian law, agents must often meet specific licensing and registration requirements, while referral partners generally face fewer regulatory obligations
- Duration: Agency Agreements tend to establish longer-term relationships with broader obligations, whereas Referral Agreements can be more project-specific or transaction-based
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