Referral / Affiliate Agreement (Arkansas)

comments before finalizing.
6. Have this document reviewed by qualified Arkansas counsel.

JURISDICTION: Arkansas
LAST UPDATED: 2026-03-18
-->

REFERRAL / AFFILIATE AGREEMENT

STATE OF ARKANSAS

TABLE OF CONTENTS

1. Recitals and Definitions
2. Appointment and Scope of Engagement
3. Referral Process and Qualification Criteria
4. Compensation, Payment Terms, and Clawbacks
5. Exclusions and Conflict Resolution
6. Marketing Conduct, Branding, and FTC Compliance
7. Tax Obligations and Recordkeeping
8. Regulatory Compliance and Anti-Spam
9. Confidentiality and Data Protection
10. Intellectual Property and License Grant
11. Representations and Warranties
12. Indemnification
13. Limitation of Liability
14. Non-Solicitation and Non-Circumvention
15. Term and Termination
16. Effects of Termination
17. Dispute Resolution and Governing Law
18. General Provisions
19. Schedules and Exhibits

PARTIES

This Referral/Affiliate Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

Company:
Name: [________________________________] ("Company")
Address: [________________________________]
City/State/ZIP: [________________________________]
Arkansas Secretary of State Entity ID: [________________________________]

AND

Referral Partner / Affiliate:
Name: [________________________________] ("Partner")
Address: [________________________________]
City/State/ZIP: [________________________________]
Tax ID / SSN (last 4): [____]

(Company and Partner are each a "Party" and collectively the "Parties.")

1. RECITALS AND DEFINITIONS

1.1 Recitals.

WHEREAS, Company provides [________________________________] ("Products/Services"); and

WHEREAS, Partner desires to refer prospective customers to Company in exchange for compensation; and

WHEREAS, the Parties wish to memorialize their referral relationship;

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

1.2 Definitions.

(a) "Affiliate Link" means a unique URL, tracking code, or digital identifier assigned to Partner.

(b) "Commission" means the referral compensation payable to Partner per Section 4.

(c) "Confidential Information" means all non-public information disclosed by one Party to the other, including customer lists, pricing, strategies, and trade secrets under the Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601).

(d) "Personal Information" has the meaning set forth in Ark. Code Ann. § 4-110-101(7).

(e) "Qualified Referral" means a prospect meeting the criteria in Section 3 and accepted by Company.

(f) "Referral Period" means the attribution period specified in Section 3.4.

(g) "Territory" means [________________________________] or, if blank, the entire United States.

2. APPOINTMENT AND SCOPE OF ENGAGEMENT

2.1 Appointment. Company appoints Partner as a non-exclusive referral partner/affiliate:

☐ Referral Program (introduction-based)
☐ Affiliate Program (link/tracking-based)
☐ Hybrid Program

2.2 Independent Contractor Status. Partner is an independent contractor. No employment, partnership, joint venture, or agency relationship is created. Partner has no authority to bind Company.

2.3 Non-Exclusivity. This appointment is non-exclusive unless otherwise agreed in writing.

2.4 No Earnings Guarantee. Company makes no representation regarding referral volumes, conversions, or Commission amounts. No specific earnings projections have been communicated to Partner.

3. REFERRAL PROCESS AND QUALIFICATION CRITERIA

3.1 Submission Method. Partner shall submit referrals through:

☐ Company referral portal at [________________________________]
☐ Unique affiliate tracking link(s)
☐ Email or written referral form
☐ Other: [________________________________]

3.2 Required Information. Each referral must include: (a) prospect's legal name or business name; (b) contact name and title; (c) email and phone; (d) description of need; and (e) date of initial contact.

3.3 Qualification Criteria. A "Qualified Referral" requires: (a) prospect is not an existing customer or in Company's pipeline; (b) no existing referral from another partner within [____] days; (c) prospect meets the ideal customer profile (Schedule 1); (d) good-faith evaluation; and (e) Company's written acceptance within [____] business days.

3.4 Referral Protection Period. Each Qualified Referral is attributed to Partner for [____] days from acceptance. Attribution expires if the prospect does not convert.

3.5 Attribution Disputes. Company resolves disputes in good faith based on CRM records. Company's determination is final absent manifest error.

4. COMPENSATION, PAYMENT TERMS, AND CLAWBACKS

4.1 Commission Structure.

☐ Percentage-Based: [____]% of:
☐ First-year ARR ☐ First order value ☐ First [____] months' invoiced revenue

☐ Flat Fee: $[________________________________] per converted referral

☐ Tiered Structure: Per Schedule 2

4.2 Payment Terms.

(a) Frequency: ☐ Monthly ☐ Quarterly ☐ Other: [________________________________]
(b) Timing: Within [____] days after the payment period, provided Company has received customer payment.
(c) Minimum Threshold: $[________________________________]; amounts below roll over.
(d) Method: ☐ ACH/wire ☐ Check ☐ Electronic payment ☐ Other: [________________________________]
(e) Currency: USD.

4.3 Reporting. Company shall provide written statements within [____] days after each payment period detailing referrals, conversions, Commissions, and adjustments.

4.4 Late Payments. Undisputed late payments accrue interest at [____]% per month, not to exceed the maximum rate permitted under Arkansas law.

4.5 Clawbacks. Company may recover Commissions if: (i) the customer cancels or obtains a refund within [____] days; (ii) the referral was procured through fraud; or (iii) the customer fails to pay within [____] days.

4.6 Audit Rights. Each Party may audit the other's relevant records upon [____] days' notice, once per calendar year.

5. EXCLUSIONS AND CONFLICT RESOLUTION

5.1 Excluded Referrals. No Commission for: (a) existing pipeline prospects; (b) self-referrals; (c) government customers where prohibited; (d) referrals not meeting Section 3.3; and (e) post-termination referrals (except per Section 16).

5.2 Conflicts. First valid submitter per Company records receives the Commission.

6. MARKETING CONDUCT, BRANDING, AND FTC COMPLIANCE

6.1 Approved Materials. Partner shall use only Company-approved materials. No modifications without written consent.

6.2 Brand Guidelines. Partner shall comply with Company's brand guidelines.

6.3 Prohibited Activities. Partner shall not:

(a) Engage in paid search on Company trademarks without consent;
(b) Send spam in violation of the CAN-SPAM Act;
(c) Make false or misleading claims about Products/Services;
(d) Engage in deceptive practices in violation of the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.);
(e) Use disparaging advertising without approval; or
(f) Market to minors.

6.4 FTC Endorsement Disclosures. Partner shall comply with 16 CFR Part 255:

(a) Clear and conspicuous disclosure of material connections in all marketing;
(b) Use of "#ad," "#sponsored," or "paid partner" in social media;
(c) Disclosures placed prominently (not buried); and
(d) Honest testimonials reflecting actual experiences.

6.5 Arkansas Deceptive Trade Practices Act. Partner acknowledges that the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.) prohibits deceptive and unconscionable trade practices, including false representations about the characteristics, uses, benefits, or quantities of goods or services. The Attorney General may seek injunctive relief, civil penalties of up to $10,000 per violation, and restitution. Private plaintiffs may recover actual damages, and the court may award punitive damages and attorney's fees for willful violations (Ark. Code Ann. § 4-88-113).

6.6 Arkansas Referral Sales Prohibition. The Parties acknowledge Ark. Code Ann. § 4-86-101 et seq., which prohibits offering a buyer compensation contingent upon a future event (such as the procurement of additional purchasers) as an inducement for the sale of goods or services. This Agreement is structured as a business-to-business referral arrangement and does not condition Partner's participation on the purchase of Company's Products/Services. The Parties represent that this Agreement does not constitute an unlawful referral sale under Arkansas law.

7. TAX OBLIGATIONS AND RECORDKEEPING

7.1 Tax Responsibility. Partner is responsible for all taxes, including Arkansas state income tax and self-employment taxes.

7.2 Tax Forms. Partner shall provide Form W-9 (or W-8BEN) before payment. Company shall issue Form 1099-NEC annually.

7.3 Record Retention. Each Party shall retain records for [____] years after termination or as required by law.

8. REGULATORY COMPLIANCE AND ANTI-SPAM

8.1 General Compliance. Both Parties shall comply with all applicable laws.

8.2 CAN-SPAM. Partner shall comply with the CAN-SPAM Act for email marketing.

8.3 Export Controls. Partner shall not refer customers in sanctioned countries or engage with SDN-listed persons.

8.4 Anti-Corruption. Partner shall not offer bribes or corrupt payments.

9. CONFIDENTIALITY AND DATA PROTECTION

9.1 Confidentiality. Each Party shall maintain Confidential Information in strict confidence and use it solely for this Agreement's purposes.

9.2 Exceptions. Standard exceptions: publicly available, previously known, independently developed, or legally required disclosures.

9.3 Arkansas Trade Secrets Act. Trade secrets are protected under Ark. Code Ann. § 4-75-601 et seq. Remedies include injunctive relief and damages, including unjust enrichment. The statute of limitations is three years from discovery of the misappropriation. Willful and malicious misappropriation may result in exemplary damages up to twice the actual damages and attorney's fees (Ark. Code Ann. § 4-75-606).

9.4 Data Protection. Partner shall comply with the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 et seq.):

(a) Breach Notification: Notify affected individuals and Company in the most expedient time and manner possible, and without unreasonable delay, following discovery of a breach of the security of computerized data containing personal information (Ark. Code Ann. § 4-110-105);

(b) Security Measures: Implement reasonable security procedures and practices to protect personal information from unauthorized access, destruction, use, modification, or disclosure;

(c) Disposal: When disposing of records containing personal information, take reasonable steps to destroy or arrange for the destruction of such records; and

(d) Coordination with Company: Notify Company within forty-eight (48) hours of discovering any breach involving referral prospect data.

9.5 Return of Information. Upon termination, return or destroy Confidential Information, except as required by law.

10. INTELLECTUAL PROPERTY AND LICENSE GRANT

10.1 Ownership. Company retains all IP rights. Nothing transfers ownership to Partner.

10.2 Limited License. Company grants Partner a limited, non-exclusive, non-transferable, revocable license to use approved trademarks and materials for this Agreement's purposes.

10.3 Restrictions. Partner shall not: (a) modify Company IP; (b) register confusingly similar marks; (c) use IP to disparage Company; (d) reverse engineer software; or (e) sublicense rights.

10.4 Partner Content. Partner grants Company a non-exclusive, royalty-free license for compliance monitoring of Partner-created content incorporating Company IP.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual. Each Party represents: (a) legal authority; (b) no conflicting agreements; (c) compliance with laws; and (d) no pending investigations materially affecting performance.

11.2 Partner. Partner represents: (a) genuine referrals; (b) necessary consents obtained; (c) no deceptive practices; and (d) no restrictive covenants preventing performance.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, NEITHER PARTY MAKES WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, OR NON-INFRINGEMENT.

12. INDEMNIFICATION

12.1 Partner Indemnification. Partner indemnifies Company from claims arising from: (a) Partner's breach; (b) violation of Arkansas law including the Deceptive Trade Practices Act; (c) unauthorized marketing or IP misuse; (d) data breaches caused by Partner; and (e) claims that the arrangement constitutes an unlawful referral sale.

12.2 Company Indemnification. Company indemnifies Partner from claims arising from: (a) Product/Service defects; (b) IP infringement in approved materials; and (c) Company's breach.

12.3 Procedure. Prompt notice, sole control of defense, and reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1 Cap. EXCEPT FOR SECTIONS 9, 12, AND CLAIMS FROM WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY'S AGGREGATE LIABILITY SHALL EXCEED COMMISSIONS PAID OR PAYABLE IN THE PRIOR TWELVE (12) MONTHS.

13.2 Consequential Damages Exclusion. NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THEORY.

13.3 Essential Purpose. Limitations apply even if a limited remedy fails of its essential purpose.

14. NON-SOLICITATION AND NON-CIRCUMVENTION

14.1 Non-Solicitation. During the term and for [____] months after termination, Partner shall not solicit Company employees or contractors with whom Partner had material contact.

14.2 Non-Circumvention. During the term and for [____] months after termination, Partner shall not circumvent Company to deal directly with Qualified Referrals to avoid Commission obligations.

14.3 Remedies. Breach would cause irreparable harm; injunctive relief available.

15. TERM AND TERMINATION

15.1 Initial Term. [____] year(s) from the Effective Date.

15.2 Renewal.
☐ Auto-renew for [____]-year periods unless [____] days' notice of non-renewal.
☐ Terminates at end of Initial Term unless renewed in writing.

15.3 Termination for Convenience. [____] days' written notice.

15.4 Termination for Cause. Immediate termination upon: (a) uncured material breach after [____] days' notice; (b) fraud or illegal activity; (c) insolvency or bankruptcy; or (d) change in law.

15.5 Suspension. Company may suspend Partner's activities pending investigation.

16. EFFECTS OF TERMINATION

16.1 Cessation. Partner ceases all referral activities and marketing immediately.

16.2 Pending Referrals. Accepted Qualified Referrals honored for Commission if converted within the Referral Period, unless terminated for Partner's breach or fraud.

16.3 Final Payment. Accrued Commissions paid within [____] days.

16.4 Return of Materials. Within [____] days: (a) cease Company IP use; (b) remove references; (c) return/destroy Confidential Information; (d) certify compliance.

16.5 Survival. Sections 4.5, 5, 9, 10.1, 11.3, 12, 13, 14, 17, and 18 survive.

17. DISPUTE RESOLUTION AND GOVERNING LAW

17.1 Governing Law. This Agreement is governed by Arkansas law, without regard to conflict of laws principles.

17.2 Informal Resolution. Good-faith executive negotiation for [____] days before formal proceedings.

17.3 Mediation. If unresolved, non-binding mediation in [________________________________], Arkansas.

17.4 Venue. Exclusive jurisdiction in state courts of [________________________________] County, Arkansas, or the United States District Court for the [________________________________] District of Arkansas.

17.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ARKANSAS LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL FOR DISPUTES ARISING FROM THIS AGREEMENT.

17.6 Attorney's Fees. The prevailing Party is entitled to reasonable attorney's fees and costs.

17.7 Arkansas Deceptive Trade Practices Remedies. Violations of Ark. Code Ann. § 4-88-101 et seq. may entitle the aggrieved Party to actual damages, civil penalties up to $10,000 per violation, punitive damages for willful violations, attorney's fees, and injunctive relief.

18. GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement and Schedules/Exhibits constitute the entire agreement.

18.2 Amendments. Written amendments signed by both Parties required.

18.3 Assignment. No assignment without consent, except Company may assign upon merger/acquisition/asset sale.

18.4 Notices. Written notices by personal delivery, certified mail, or overnight courier.

18.5 Force Majeure. No liability for delays beyond reasonable control (excluding payment).

18.6 Severability. Invalid provisions modified to minimum extent; remainder continues.

18.7 Waiver. Non-enforcement is not waiver.

18.8 Counterparts. Executable in counterparts.

18.9 Electronic Signatures. Valid under the Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. § 25-32-101 et seq.) and the E-SIGN Act.

18.10 Order of Precedence. Agreement controls over Schedules/Exhibits unless expressly stated otherwise.

19. SCHEDULES AND EXHIBITS

☐ Schedule 1: Ideal Customer Profile and Qualification Criteria
☐ Schedule 2: Commission Fee Table and Tier Structure
☐ Schedule 3: Approved Marketing Channels and Restrictions
☐ Schedule 4: Brand Guidelines
☐ Exhibit A: Form W-9 / W-8BEN

SIGNATURE BLOCK

☐ Company has reviewed and agrees to all terms
☐ Partner has reviewed and agrees to all terms
☐ Legal counsel review completed for Company
☐ Legal counsel review completed for Partner

COMPANY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PARTNER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

SOURCES AND REFERENCES

• Arkansas Deceptive Trade Practices Act: Ark. Code Ann. § 4-88-101 et seq.
• Arkansas Referral Sales Prohibition: Ark. Code Ann. § 4-86-101 et seq.
• Arkansas Trade Secrets Act: Ark. Code Ann. § 4-75-601 et seq.
• Arkansas Personal Information Protection Act: Ark. Code Ann. § 4-110-101 et seq.
• Arkansas Covenants Not to Compete: Ark. Code Ann. § 4-75-101
• Arkansas Usury: Ark. Const. Art. 19, § 13 (Amendment 89)
• Arkansas Uniform Electronic Transactions Act: Ark. Code Ann. § 25-32-101 et seq.
• FTC Endorsement Guides: 16 CFR Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.