Referral / Affiliate Agreement (Arizona)

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

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

REFERRAL / AFFILIATE AGREEMENT

STATE OF ARIZONA

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: [________________________________]
Arizona Corporation Commission 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 set forth the terms governing their referral relationship;

NOW, THEREFORE, for 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 per Section 4.

(c) "Confidential Information" means all non-public information, including customer data, pricing, strategies, and trade secrets under the Arizona Uniform Trade Secrets Act (A.R.S. § 44-401).

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

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

(f) "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. Partner is an independent contractor. No employment, partnership, agency, or joint venture is created. Partner has no authority to bind Company or make representations on Company's behalf.

2.3 Non-Exclusivity. This appointment is non-exclusive. Company may appoint additional partners and sell directly.

2.4 No Earnings Guarantee. Company makes no representation or guarantee regarding referral volumes, conversions, or Commission amounts. No specific earnings projections have been made 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) primary 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 active pipeline;
(b) No existing referral from another partner within [____] days;
(c) Prospect meets Company's ideal customer profile (Schedule 1);
(d) Good-faith engagement with evaluation process; 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 without conversion.

3.5 Attribution Disputes. Company resolves disputes in good faith using 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 payment period, provided Company received customer payment.
(c) Minimum Threshold: $[________________________________]; amounts below roll over.
(d) Method: ☐ ACH/wire ☐ Check ☐ Electronic payment ☐ Other: [________________________________]
(e) Currency: USD.

4.3 Reporting. 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 or such other rate as the Parties agree.

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

4.6 Audit Rights. Each Party may audit relevant records upon [____] days' notice, once per 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 receives Commission per Company records.

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 CAN-SPAM (15 U.S.C. § 7701 et seq.);
(c) Make false, misleading, or unsubstantiated claims about Products/Services;
(d) Engage in deceptive practices in violation of the Arizona Consumer Fraud Act (A.R.S. § 44-1521 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) Clearly and conspicuously disclose material connections in all marketing;
(b) Use "#ad," "#sponsored," or "paid partner" in social media;
(c) Prominent placement (not buried or hidden); and
(d) Honest testimonials reflecting actual experiences.

6.5 Arizona Consumer Fraud Act. Partner acknowledges that the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.) makes it unlawful for any person, in connection with the sale or advertisement of any merchandise (broadly defined to include services and intangibles), to engage in:

(a) Any deception, deceptive or unfair act or practice;
(b) Any false statement, false pretense, or false promise;
(c) Any misrepresentation or concealment of a material fact; or
(d) Any act that would create a false impression.

Violations may result in: actual damages, punitive damages in cases of fraud, injunctive relief, and the Attorney General may seek civil penalties. Private actions must be brought within one year of the date the claim arises (A.R.S. § 12-541(5)). The Act's definition of "merchandise" includes intangibles and services, meaning referral arrangements and business opportunities are covered.

6.6 Arizona Telephone Solicitation and Do-Not-Call. If Partner's referral activities involve telephone solicitation, Partner shall comply with Arizona's Telephone Solicitation Act (A.R.S. § 44-1271 et seq.) and the National Do-Not-Call Registry requirements.

7. TAX OBLIGATIONS AND RECORDKEEPING

7.1 Tax Responsibility. Partner is responsible for all taxes, including Arizona state income tax and Transaction Privilege Tax (TPT) if applicable.

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

7.3 Record Retention. Each Party retains 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 maintains Confidential Information in strict confidence, using it solely for Agreement purposes.

9.2 Exceptions. Publicly available, previously known, independently developed, or legally required disclosures.

9.3 Arizona Trade Secrets Act. Trade secrets are protected under A.R.S. § 44-401 et seq. The Act provides for:

(a) Injunctive relief to prevent actual or threatened misappropriation;
(b) Damages for actual loss caused by misappropriation and unjust enrichment;
(c) Exemplary damages up to twice the amount awarded for willful and malicious misappropriation (A.R.S. § 44-403); and
(d) Attorney's fees to the prevailing Party if a claim of misappropriation is made in bad faith or if willful and malicious misappropriation is proven (A.R.S. § 44-404).

The statute of limitations is three years after the misappropriation is discovered or should have been discovered (A.R.S. § 44-405).

9.4 Arizona Data Breach Notification. Partner shall comply with Arizona's data breach notification law (A.R.S. § 18-551 et seq.):

(a) Notification Requirement: Notify affected individuals within forty-five (45) days of determination that a breach has occurred (A.R.S. § 18-552);
(b) Attorney General Notification: If more than 1,000 individuals are affected, notify the Arizona Attorney General within forty-five (45) days;
(c) Content: Notification must include the approximate date of breach, description of personal information compromised, and contact information for the entity;
(d) Security Measures: Implement and maintain reasonable security procedures to protect personal information; and
(e) Company Notification: Notify Company within forty-eight (48) hours of discovering any breach involving referral prospect data.

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

10. INTELLECTUAL PROPERTY AND LICENSE GRANT

10.1 Ownership. Company retains all IP rights.

10.2 Limited License. Non-exclusive, non-transferable, revocable license to use approved trademarks and materials for Agreement purposes.

10.3 Restrictions. No modification, registration of similar marks, disparagement, reverse engineering, or sublicensing.

10.4 Partner Content. Partner grants Company a non-exclusive, royalty-free license for compliance monitoring.

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) 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 Arizona law including the Consumer Fraud Act; (c) unauthorized marketing or IP misuse; and (d) data breaches caused by Partner.

12.2 Company Indemnification. Company indemnifies Partner 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. NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THEORY.

13.3 Essential Purpose. Limitations apply even if a limited remedy fails.

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.
☐ Terminates at end of Initial Term unless renewed in writing.

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

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

15.5 Suspension. Company may suspend Partner pending investigation.

16. EFFECTS OF TERMINATION

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

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

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

16.4 Return of Materials. Within [____] days: (a) cease 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 Arizona 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 [________________________________], Arizona.

17.4 Venue. Exclusive jurisdiction in state courts of [________________________________] County, Arizona (☐ Maricopa County ☐ Pima County ☐ Other), or the United States District Court for the District of Arizona.

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

17.6 Attorney's Fees. Under A.R.S. § 12-341.01, in any contested action arising out of a contract, the court may award the successful Party reasonable attorney's fees. The Parties agree that this provision applies to disputes under this Agreement.

17.7 Consumer Fraud Act Remedies. The Arizona Consumer Fraud Act (A.R.S. § 44-1522) provides for actual damages, punitive damages (in cases of fraud), and attorney's fees. The Attorney General may also seek injunctive relief and civil penalties.

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.

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 Arizona Electronic Transactions Act (A.R.S. § 44-7001 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

• Arizona Consumer Fraud Act: A.R.S. § 44-1521 et seq.
• Arizona Uniform Trade Secrets Act: A.R.S. § 44-401 et seq.
• Arizona Data Breach Notification Law: A.R.S. § 18-551 et seq.
• Arizona Interest and Usury: A.R.S. § 44-1201 et seq.
• Arizona Electronic Transactions Act: A.R.S. § 44-7001 et seq.
• Arizona Non-Compete Restrictions: A.R.S. § 44-1791 et seq.
• Arizona Attorney's Fees in Contract Actions: A.R.S. § 12-341.01
• Arizona Telephone Solicitation Act: A.R.S. § 44-1271 et seq.
• FTC Endorsement Guides: 16 CFR Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.