Introducer Agreement template

Overview

An introducer (or referral) agreement governs a relationship in which one party — the introducer — passes on business leads or introduces prospective customers to another party, in return for a commission if a sale results, without itself negotiating or concluding contracts on the other party's behalf. English law has no direct equivalent to the French 'apporteur d'affaires' as a distinct legal status: an introducer arrangement is simply a services contract, governed by ordinary contract law and freely shaped by the parties. The single most important point to get right is keeping the introducer's role clearly distinct from that of a commercial agent under the Commercial Agents (Council Directive) Regulations 1993 (the '1993 Regulations'). A commercial agent is someone with continuing authority to negotiate the sale or purchase of goods on behalf of a principal, or to negotiate and conclude such sales on the principal's behalf. Where the 1993 Regulations apply, the agent gains mandatory statutory rights that cannot be excluded by contract, most importantly the right to compensation or an indemnity on termination of the agency (calculated, broadly, by reference to commission earned), regardless of what the written agreement says. An introducer who merely identifies and refers a prospect, with no authority to negotiate terms or conclude the deal, falls outside the 1993 Regulations altogether and has no such statutory termination rights — the parties' written agreement is what governs. Because the label the parties choose does not control the legal characterisation — a tribunal will look at what the introducer actually does — the agreement must be drafted, and the relationship operated in practice, so that the introducer genuinely has no negotiating or concluding authority. When to use it: whenever a party wants to pay a finder's fee or referral commission for introductions, without creating a commercial agency relationship and its associated termination liabilities. Common in professional services, financial services introductions (subject to separate FCA rules where relevant), SaaS referral programmes, and B2B lead generation. Parties: the principal (who pays commission on successful introductions) and the introducer (who identifies and refers prospects, without authority to negotiate or contract on the principal's behalf). Key clauses: a clear statement that the introducer has no authority to negotiate terms, agree pricing, or conclude contracts on the principal's behalf — introductions only; the definition of a qualifying introduction and how it is recorded; the commission structure and trigger event (e.g. on signed contract, or on payment received); payment timing; term and termination, expressly on notice, without any statutory compensation regime since the 1993 Regulations do not apply; confidentiality; and, where relevant, exclusivity or non-exclusivity of the introducer's role. Pitfalls to avoid: letting the introducer negotiate prices or terms with prospects in practice, even if the contract says they cannot — conduct can override the label and risk triggering the 1993 Regulations; leaving the commission trigger event ambiguous (introduction vs. signed contract vs. payment received); and, where financial products or regulated activities are involved, failing to check whether the introduction itself amounts to a regulated activity under the Financial Services and Markets Act 2000, which can require FCA authorisation regardless of how the commercial arrangement is labelled.