Lead-sharing agreement template

1.Purpose and Structure

1.1The Referring Agency generates marketing leads that it does not intend to service itself. The Closing Agency sells to, contracts with, and services those leads. This Agreement sets out the terms on which leads are shared and on which the resulting revenue is split.

1.2Each Party remains an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, or employment relationship between the Parties.

1.3Neither Party may bind the other, incur any obligation on the other’s behalf, or hold itself out as having authority to do so.

2.Definitions

2.1"Lead" means the contact details and enquiry information of a prospective customer transmitted by the Referring Agency to the Closing Agency under this Agreement.

2.2"Qualified Lead" means a Lead that, at the time of transmission, meets all of the following criteria: (a) the prospect operates in the [INDUSTRY / NICHE] vertical; (b) the prospect is located within the Territory; (c) the Lead includes a valid name and at least one working contact method (email or telephone); (d) the prospect has affirmatively expressed interest in the services offered, and has given any consent required by applicable law to be contacted; and (e) [ANY ADDITIONAL QUALIFICATION CRITERIA, e.g. minimum budget of $X / booked appointment / minimum company size]. A Lead that does not meet these criteria is not a Qualified Lead and generates no Referral Fee.

2.3"Client" means a Qualified Lead that enters into a paid engagement with the Closing Agency.

2.4"Deal" means a paid engagement between the Closing Agency and a Client that originated from a Qualified Lead.

2.5"Paid Invoice" means an invoice issued by the Closing Agency to a Client that has been paid in full and in cleared funds, net of any refund, chargeback, or credit.

2.6"Collected Revenue" means the amounts actually received and retained by the Closing Agency under Paid Invoices, excluding sales tax, VAT, and any third-party media or ad spend passed through at cost.

2.7"Territory" means the geographic area defined in Section 4.

2.8"Term" means the period defined in Section 10.

3.Lead Transmission and Acceptance

3.1The Referring Agency shall transmit Leads to the Closing Agency by [METHOD, e.g. CRM integration / webhook into GoHighLevel / shared pipeline / email], including all information required for a Lead to be a Qualified Lead.

3.2The Closing Agency shall make first contact with each Qualified Lead within [NUMBER, e.g. 1] business [hours/days] of receipt and shall use commercially reasonable efforts to work the Lead through its ordinary sales process.

3.3The Closing Agency may reject a Lead that is not a Qualified Lead by giving written notice within [NUMBER, e.g. 3] business days of receipt, stating the criterion the Lead fails. A Lead not rejected within that window is deemed accepted as a Qualified Lead.

3.4The Closing Agency shall record the outcome of each Qualified Lead (contacted, proposal sent, won, lost) and make that record available to the Referring Agency on request or through the shared system named in Section 3.1.

4.Exclusivity and Territory

4.1The Territory is: [DEFINE TERRITORY, e.g. the State of Texas, United States / the country of Canada / postal codes X, Y, Z].

4.2EXCLUSIVE OPTION: During the Term, the Referring Agency shall not transmit Leads within the Territory and the [INDUSTRY / NICHE] vertical to any third party, and shall not itself service such Leads. In consideration of that exclusivity, the Closing Agency shall [STATE THE CONSIDERATION, e.g. accept a minimum of X Qualified Leads per month / meet a minimum contact-speed standard / pay a minimum monthly fee of $X].

4.3NON-EXCLUSIVE OPTION: The Referring Agency may transmit Leads within the Territory to other agencies, and the Closing Agency may accept leads from other sources. No Party owes the other any volume commitment.

4.4DELETE WHICHEVER OF SECTIONS 4.2 AND 4.3 DOES NOT APPLY. Where exclusivity is granted, it lapses automatically if the Closing Agency fails to meet the standard in Section 4.2 for [NUMBER, e.g. 2] consecutive months, and the Referring Agency may thereafter share Leads in the Territory freely.

4.5Exclusivity, where granted, is limited to the Territory and vertical stated above and confers no right over any other market, product line, or channel of either Party.

5.Referral Fee and Revenue Split

5.1For each Deal, the Closing Agency shall pay the Referring Agency a referral fee equal to [FEE PERCENTAGE, e.g. 20]% of Collected Revenue from that Deal (the "Referral Fee").

5.2The Referral Fee is calculated on Collected Revenue net of sales tax, VAT, refunds, chargebacks, and third-party media or ad spend billed to the Client at cost and passed through without margin. It is calculated before deduction of the Closing Agency’s own overheads, staffing, or fulfilment costs.

5.3Where a platform, marketplace, or intermediary takes a fee on the Deal, that fee is [CHOOSE: deducted from Collected Revenue before the split is calculated / borne by the Closing Agency / borne by the Referring Agency]. The Parties acknowledge that the Referral Fee, the Closing Agency’s retained share, and any platform fee together account for one hundred percent (100%) of Collected Revenue.

5.4ONE-TIME SETUP FEES: The Referral Fee [applies / does not apply] to non-recurring setup, onboarding, or build fees charged by the Closing Agency to the Client. Where it applies, the rate is [FEE PERCENTAGE FOR SETUP FEES, e.g. 20]%.

5.5The Referral Fee percentage may not be varied in respect of any existing Client without the written agreement of both Parties. A variation agreed for future Deals does not apply retroactively.

6.When the Referral Fee Is Earned; Recurring Revenue

6.1The Referral Fee is earned only on a Paid Invoice. No fee is due on a signed contract, a verbal commitment, a proposal, or an invoice that has been issued but not paid. The Closing Agency carries the collection risk on its own invoices.

6.2RECURRING TREATMENT: Where a Client pays the Closing Agency on a recurring basis (monthly retainer, subscription, or similar), the Referral Fee is earned on EVERY Paid Invoice from that Client, not only the first. The Referring Agency’s entitlement therefore accrues for as long as the Client keeps paying, subject to Section 6.4.

6.3ALTERNATIVE — CAPPED TREATMENT: Where the Parties instead agree a cap, the Referral Fee is earned on Paid Invoices from a Client for the first [NUMBER, e.g. 12] months of that Client’s engagement, or up to a total of [CAP AMOUNT, e.g. $X] per Client, after which no further Referral Fee is due. DELETE EITHER SECTION 6.2 OR SECTION 6.3 SO THAT ONLY ONE APPLIES.

6.4If a Client is refunded, charges back, or cancels and the Closing Agency does not retain the revenue, the corresponding Referral Fee is not earned. Any Referral Fee already paid on that revenue shall be credited against the next payment due to the Referring Agency, or refunded within [NUMBER, e.g. 30] days if no further payment is expected.

6.5If a Client returns to the Closing Agency within [NUMBER, e.g. 6] months of cancelling, the returning engagement is treated as a continuation of the original Deal and the Referral Fee resumes on the same terms.

6.6An increase in a Client’s spend (upsell, added service, or price rise) is included in Collected Revenue for that Deal, whether or not the Referring Agency was involved in the upsell, unless the Parties agree otherwise in writing.

7.Reporting and Payment Terms

7.1Within [NUMBER, e.g. 10] days after the end of each calendar month, the Closing Agency shall provide the Referring Agency with a statement listing, for that month: each Client originating from a Qualified Lead, the Paid Invoices for that Client, the Collected Revenue, and the Referral Fee due.

7.2The Referring Agency shall invoice the Referral Fee against that statement. Payment is due within [NUMBER, e.g. 14] days of the invoice date, in [CURRENCY, e.g. USD], by [PAYMENT METHOD, e.g. bank transfer / Stripe / the platform’s invoicing].

7.3Each Party bears its own bank, processing, and currency conversion charges. Each Party is responsible for its own taxes; no Party withholds tax on behalf of the other unless required by law.

7.4Undisputed amounts not paid when due accrue interest at [RATE, e.g. 1.5]% per month, or the maximum rate permitted by law, whichever is lower.

7.5The Closing Agency shall keep accurate records of all Deals, Paid Invoices, and Collected Revenue for [NUMBER, e.g. 24] months. On [NUMBER, e.g. 14] days’ written notice, and no more than [NUMBER, e.g. once] per twelve-month period, the Referring Agency may inspect those records (or have an independent accountant do so) solely to verify Referral Fees. The inspecting Party bears the cost, unless the inspection reveals an underpayment of more than [PERCENTAGE, e.g. 5]%, in which case the Closing Agency bears the reasonable cost of the inspection and pays the shortfall within [NUMBER, e.g. 14] days.

7.6A Party disputing an amount must do so in writing within [NUMBER, e.g. 15] days of the statement, stating the grounds. Undisputed amounts remain payable when due.

8.Lead Ownership, Data Protection, and Confidentiality

8.1Leads, and the data contained in them, are and remain the property of the Referring Agency. The Closing Agency is granted a licence to use Lead data solely to contact, sell to, and service that Lead under this Agreement.

8.2Once a Qualified Lead becomes a Client, the Closing Agency owns the client relationship and the data it independently generates in servicing that Client. This does not extinguish the Referring Agency’s right to the Referral Fee.

8.3Neither Party shall sell, rent, or otherwise disclose Lead data to any third party, or use it for any purpose outside this Agreement, without the other Party’s prior written consent.

8.4Each Party shall comply with all applicable data protection and marketing laws in the jurisdictions in which it operates, including as applicable [LIST APPLICABLE LAWS, e.g. GDPR, UK GDPR, CCPA/CPRA, CAN-SPAM, TCPA]. The Referring Agency warrants that each Lead was collected lawfully and with any consent required for the Closing Agency to contact that Lead by the methods contemplated here.

8.5Each Party shall apply reasonable technical and organisational measures to protect Lead and Client data, and shall notify the other Party without undue delay, and in any event within [NUMBER, e.g. 72] hours, of any personal data breach affecting data shared under this Agreement.

8.6Each Party shall keep the other’s confidential information (including pricing, client lists, funnels, creative, and the terms of this Agreement) confidential during the Term and for [NUMBER, e.g. 2] years afterwards, and shall use it only to perform this Agreement. This does not apply to information that is public through no fault of the receiving Party, was already lawfully known to it, or is required to be disclosed by law or court order.

8.7On termination, each Party shall, at the other’s written request, return or delete the other’s confidential information and, in the Closing Agency’s case, any Lead data for Leads that did not become Clients — save for copies it must retain by law or in routine backups.

9.Non-Circumvention and Non-Solicitation

9.1During the Term and for [NUMBER, e.g. 12] months afterwards, the Closing Agency shall not, directly or indirectly, contract with, service, or take payment from a Qualified Lead or Client introduced under this Agreement outside the terms of this Agreement, or through any affiliate, subsidiary, related entity, or nominee, for the purpose of avoiding the Referral Fee.

9.2Restructuring, renaming, re-papering, or novating a Client engagement does not avoid the Referral Fee where the substance of the engagement originated from a Qualified Lead.

9.3Neither Party shall knowingly solicit for employment or engagement any employee or contractor of the other Party during the Term and for [NUMBER, e.g. 12] months afterwards, without written consent. General public advertising not targeted at the other Party’s personnel is not a breach.

9.4Where a prospect was already a bona fide client or an active, documented prospect of the Closing Agency before the Lead was transmitted, that prospect is not a Qualified Lead and no Referral Fee is due. The Closing Agency must give written notice of any such pre-existing relationship, with supporting evidence, within [NUMBER, e.g. 5] business days of receiving the Lead.

10.Term and Termination

10.1This Agreement begins on the Effective Date and continues for [INITIAL TERM, e.g. 12 months], after which it renews automatically for successive [RENEWAL PERIOD, e.g. 12-month] periods unless terminated under this Section.

10.2Either Party may terminate for convenience on [NUMBER, e.g. 30] days’ written notice.

10.3Either Party may terminate immediately on written notice if the other Party commits a material breach that is not cured within [NUMBER, e.g. 15] days of written notice of the breach, or becomes insolvent, enters administration or liquidation, or ceases to trade.

10.4SURVIVAL OF FEES (TAIL): Termination does not extinguish the Referral Fee on Clients acquired before termination. The Closing Agency shall continue to pay the Referral Fee on Paid Invoices from those Clients [CHOOSE ONE: for as long as the Client continues to pay / for [NUMBER, e.g. 12] months after termination / until the cap in Section 6.3 is reached], and shall continue to provide the monthly statements required by Section 7.1 for that period.

10.5No new Leads may be transmitted, and no new Deal originates a Referral Fee, after the effective date of termination.

10.6Sections 6 (in respect of accrued and surviving fees), 7, 8, 9, 10.4, 11, 12, and 13 survive termination.

11.Warranties, Liability, and Indemnity

11.1Each Party warrants that it has full authority to enter into this Agreement, that it holds the licences and registrations required to perform it, and that it will perform it in compliance with applicable law.

11.2Neither Party guarantees any particular volume of Leads, conversion rate, revenue, or result. Except as expressly set out here, each Party disclaims all implied warranties to the fullest extent permitted by law.

11.3Neither Party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, or goodwill, however caused.

11.4Each Party’s total aggregate liability under this Agreement is limited to the total Referral Fees paid or payable under it in the [NUMBER, e.g. 12] months preceding the event giving rise to the claim. This limit does not apply to a Party’s payment obligations, to breach of Section 8 or Section 9, or to fraud, wilful misconduct, or any liability that cannot lawfully be limited.

11.5Each Party shall indemnify the other against third-party claims, damages, and reasonable legal costs arising from its own breach of this Agreement, its own negligence or wilful misconduct, or its own breach of applicable data protection or marketing law.

12.Dispute Resolution and Governing Law

12.1This Agreement, and any dispute arising out of or in connection with it, is governed by the laws of [GOVERNING LAW — STATE / COUNTRY], without regard to its conflict-of-laws rules.

12.2The Parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives within [NUMBER, e.g. 30] days of written notice of the dispute.

12.3If negotiation fails, the dispute shall be resolved by [CHOOSE: the exclusive jurisdiction of the courts of [VENUE] / binding arbitration administered by [ARBITRATION BODY] under its rules, seated in [SEAT], before a single arbitrator, in English].

12.4Nothing in this Section prevents either Party from seeking urgent injunctive relief to protect confidential information, data, or intellectual property.

13.General

13.1ENTIRE AGREEMENT: This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions, proposals, and understandings, written or oral.

13.2AMENDMENT: No variation of this Agreement is effective unless it is in writing and signed by both Parties. A variation of the Referral Fee percentage does not apply to existing Clients unless expressly stated.

13.3ASSIGNMENT: Neither Party may assign or novate this Agreement without the other’s prior written consent, which shall not be unreasonably withheld, except to a successor in connection with a merger or a sale of substantially all of its assets, provided the successor assumes all obligations under it.

13.4NOTICES: Notices must be in writing and sent to [AGENCY A NOTICE EMAIL / ADDRESS] and [AGENCY B NOTICE EMAIL / ADDRESS], and are deemed received on the next business day if sent by email, or on delivery if sent by courier.

13.5SEVERABILITY: If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement continues in full force.

13.6WAIVER: A failure or delay in enforcing any right under this Agreement is not a waiver of that right.

13.7COUNTERPARTS: This Agreement may be signed in counterparts, including by electronic signature, each of which is an original and all of which together form one agreement.