Referral / Affiliate Agreement (California)

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JURISDICTION: California
LAST UPDATED: 2026-03-18
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REFERRAL / AFFILIATE AGREEMENT

STATE OF CALIFORNIA

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-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: [________________________________]
California Secretary of State Entity Number: [________________________________]

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 for compensation; and

WHEREAS, the Parties wish to establish the terms of their referral relationship;

NOW, THEREFORE, for good and valuable consideration, the Parties agree:

1.2 Definitions.

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

(b) "Commission" means referral compensation per Section 4.

(c) "Confidential Information" means non-public information including trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426.1).

(d) "Consumer" has the meaning set forth in the CCPA (Cal. Civ. Code § 1798.140(i)).

(e) "Personal Information" has the meaning in Cal. Civ. Code § 1798.140(v).

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

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

(h) "SAMP Act" means the Seller Assisted Marketing Plan Act, Cal. Civ. Code § 1812.200 et seq.

(i) "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.

2.3 Non-Exclusivity. 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 made to Partner. Partner acknowledges that actual earnings will depend entirely on Partner's own efforts and market conditions.

3. REFERRAL PROCESS AND QUALIFICATION CRITERIA

3.1 Submission Method.

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

3.2 Required Information. (a) Prospect's legal/business name; (b) contact name/title; (c) email/phone; (d) description of need; (e) date of initial contact.

3.3 Qualification Criteria. (a) Not existing customer/pipeline; (b) no existing referral within [____] days; (c) meets ideal customer profile (Schedule 1); (d) good-faith evaluation; and (e) Company acceptance within [____] business days.

3.4 Referral Protection Period. [____] days from acceptance.

3.5 Attribution Disputes. Company resolves in good faith using CRM records.

4. COMPENSATION, PAYMENT TERMS, AND CLAWBACKS

4.1 Commission Structure.

☐ Percentage-Based: [____]% of:
☐ First-year ARR ☐ First order ☐ First [____] months' 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 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. Written statements within [____] days after each payment period.

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

4.5 Clawbacks. Company may recover Commissions if: (i) customer cancels/refunds within [____] days; (ii) fraud; or (iii) customer nonpayment within [____] days.

4.6 Audit Rights. Each Party may audit upon [____] days' notice, once per year.

5. EXCLUSIONS AND CONFLICT RESOLUTION

5.1 Excluded Referrals. No Commission for: (a) existing pipeline; (b) self-referrals; (c) government customers where prohibited; (d) non-qualifying referrals; and (e) post-termination referrals (except per Section 16).

5.2 Conflicts. First valid submitter receives Commission.

6. MARKETING CONDUCT, BRANDING, AND FTC COMPLIANCE

6.1 Approved Materials. Only Company-approved materials. No modifications without consent.

6.2 Brand Guidelines. Compliance required.

6.3 Prohibited Activities. Partner shall not:

(a) Use Company trademarks in paid search without consent;
(b) Send spam in violation of CAN-SPAM or California Business and Professions Code § 17529 et seq.;
(c) Make false, misleading, or unsubstantiated claims;
(d) Engage in unlawful, unfair, or fraudulent business practices in violation of the UCL (Cal. Bus. & Prof. Code § 17200 et seq.);
(e) Engage in false or misleading advertising in violation of Cal. Bus. & Prof. Code § 17500 et seq.;
(f) Use disparaging advertising without approval; or
(g) Market to minors under 16 without parental consent, in compliance with CCPA/CPRA.

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

(a) Clear and conspicuous disclosure of material connections;
(b) "#ad," "#sponsored," or "paid partner" in social media;
(c) Prominent, unavoidable placement; and
(d) Honest testimonials.

6.5 California Unfair Competition Law (UCL). The UCL (Cal. Bus. & Prof. Code § 17200 et seq.) prohibits any unlawful, unfair, or fraudulent business act or practice, and any unlawful, unfair, deceptive, untrue, or misleading advertising. Key features:

(a) Broad Scope: The UCL's "unlawful" prong borrows from virtually any law (federal, state, local) and treats a violation of that law as independently actionable under the UCL;

(b) Standing: Any person who has suffered injury in fact and has lost money or property as a result of the unfair competition may bring a civil action (§ 17204);

(c) Remedies: Restitution and injunctive relief (§ 17203). Note that the UCL does not provide for damages or attorney's fees (unlike CUTPA or 93A); and

(d) Statute of Limitations: Four years (§ 17208).

6.6 California False Advertising Law. Cal. Bus. & Prof. Code § 17500 et seq. makes it unlawful to make or disseminate any statement that is untrue or misleading, and which is known or which by the exercise of reasonable care should be known to be untrue or misleading, in connection with the sale of goods or services. This applies to all marketing materials, referral claims, and testimonials.

7. TAX OBLIGATIONS AND RECORDKEEPING

7.1 Tax Responsibility. Partner is responsible for all taxes, including California state income tax, California Franchise Tax Board obligations, and self-employment taxes.

7.2 Tax Forms. Form W-9 (or W-8BEN) before payment. Form 1099-NEC annually.

7.3 Record Retention. [____] years after termination.

8. REGULATORY COMPLIANCE AND ANTI-SPAM

8.1 General Compliance. Both Parties comply with applicable laws.

8.2 CAN-SPAM and California Anti-Spam. Partner complies with CAN-SPAM and California's anti-spam statute (Bus. & Prof. Code § 17529 et seq.), which prohibits sending commercial email with falsified, misrepresented, or forged headers from or to California.

8.3 Seller Assisted Marketing Plan Act (SAMP). The Parties acknowledge the California SAMP Act (Cal. Civ. Code § 1812.200 et seq.), which regulates the sale of business opportunities:

(a) Definition (§ 1812.201): A "seller assisted marketing plan" includes any arrangement where: (i) a seller solicits a buyer to enter into a new business; (ii) the total initial payment exceeds $500 but is less than $50,000; and (iii) the seller represents earnings potential or provides a sales, production, or marketing program;

(b) Registration Required (§ 1812.203): SAMP sellers must file with the California Attorney General and provide a disclosure document at least 48 hours before the buyer signs a contract or pays any money;

(c) Bond Requirement: SAMP sellers must post a surety bond;

(d) Prohibited Practices (§ 1812.209): Misrepresenting the amount of earnings, charging more than 20% advance payment before delivering goods/services, and failing to deliver goods within the time represented;

(e) Applicability: The Parties represent that this referral arrangement does NOT constitute a "seller assisted marketing plan" because: (i) Partner is not required to pay any initial consideration to Company; (ii) Company has not represented that Partner will earn, is likely to earn, or can earn specific amounts; and (iii) this is a B2B referral/affiliate relationship. If the arrangement is determined to be a SAMP, Company shall comply with registration, disclosure, and bonding requirements;

(f) Franchise Exemption: Franchises registered under the California Franchise Investment Law (Cal. Corp. Code § 31000 et seq.) are exempt from SAMP requirements.

8.4 California Franchise Investment Law. If this arrangement is determined to constitute a "franchise" under Cal. Corp. Code § 31005, Company must comply with the California Franchise Investment Law (Cal. Corp. Code § 31000 et seq.), including registration with the Department of Financial Protection and Innovation and delivery of a Franchise Disclosure Document (FDD).

8.5 Export Controls. No referrals in sanctioned countries.

8.6 Anti-Corruption. No bribes or corrupt payments.

9. CONFIDENTIALITY AND DATA PROTECTION

9.1 Confidentiality. Each Party maintains Confidential Information in strict confidence.

9.2 Exceptions. Standard exceptions apply.

9.3 California Trade Secrets Act. Protected under Cal. Civ. Code § 3426 et seq. Remedies include:

(a) Injunctive relief (§ 3426.2);
(b) Damages including actual loss and unjust enrichment (§ 3426.3);
(c) Exemplary damages up to twice the award for willful and malicious misappropriation (§ 3426.3(c)); and
(d) Attorney's fees for bad faith claims or willful misappropriation (§ 3426.4).

Statute of limitations: three years from discovery (§ 3426.6).

9.4 California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA). Partner shall comply with the CCPA/CPRA (Cal. Civ. Code § 1798.100 et seq.) where applicable:

(a) Consumer Rights: Support Company in honoring consumer rights to know, access, delete, correct, and opt out of sale/sharing of personal information (§ 1798.100-1798.125);

(b) Service Provider Obligations: If Partner is a "service provider" or "contractor" under the CCPA, process personal information only for the business purpose specified in this Agreement (§ 1798.140(ag), (j));

(c) Data Processing Agreement: Enter into a data processing addendum meeting CCPA/CPRA requirements, including restrictions on selling/sharing personal information, combining personal information from different sources, and retention limitations;

(d) Do Not Sell/Share: Partner shall not sell or share (as defined by the CCPA/CPRA) personal information of consumers obtained through referral activities;

(e) Privacy Notice: If Partner collects personal information directly from consumers, provide a CCPA-compliant privacy notice at or before the point of collection (§ 1798.100(b));

(f) Reasonable Security: Implement and maintain reasonable security procedures (§ 1798.150); and

(g) Minors: Obtain affirmative authorization before selling personal information of consumers under 16 (§ 1798.120(d)).

9.5 Data Breach Notification. Partner shall comply with Cal. Civ. Code § 1798.29 and § 1798.82:

(a) Notify affected California residents in the most expedient time possible and without unreasonable delay;
(b) Notify the California Attorney General if more than 500 California residents are affected;
(c) Notify Company within forty-eight (48) hours of discovering any breach; and
(d) Include specific content requirements per § 1798.29(d).

9.6 Return of Information. Return or destroy upon termination.

10. INTELLECTUAL PROPERTY AND LICENSE GRANT

10.1 Ownership. Company retains all IP rights.

10.2 Limited License. Non-exclusive, non-transferable, revocable license for approved materials.

10.3 Restrictions. No modification, confusingly similar registrations, disparagement, reverse engineering, or sublicensing.

10.4 Partner Content. Non-exclusive, royalty-free license for compliance monitoring.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual. Legal authority, no conflicts, legal compliance, no material investigations.

11.2 Partner. Genuine referrals, consents obtained, no deceptive practices, no restrictive covenants.

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. Indemnifies Company from: (a) breach; (b) UCL/False Advertising Law violations; (c) unauthorized marketing/IP misuse; (d) data breaches; (e) CCPA violations; and (f) claims that the arrangement constitutes an unregistered SAMP.

12.2 Company. Indemnifies Partner from: (a) Product/Service defects; (b) IP infringement; and (c) Company's breach.

12.3 Procedure. Prompt notice, sole control, reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1 Cap. EXCEPT FOR SECTIONS 9, 12, AND CLAIMS FROM WILLFUL MISCONDUCT, FRAUD, OR STATUTORY VIOLATIONS (INCLUDING UCL AND CCPA), AGGREGATE LIABILITY SHALL NOT EXCEED COMMISSIONS PAID OR PAYABLE IN THE PRIOR TWELVE (12) MONTHS.

13.2 Consequential Damages. NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

13.3 Essential Purpose. Limitations apply regardless.

14. NON-CIRCUMVENTION

14.1 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.

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

15. TERM AND TERMINATION

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

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

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

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

15.5 Suspension. Company may suspend pending investigation.

16. EFFECTS OF TERMINATION

16.1 Cessation. Cease all referral/marketing activities.

16.2 Pending Referrals. Honored within Referral Period unless terminated for breach/fraud.

16.3 Final Payment. Within [____] days.

16.4 Return of Materials. Within [____] days.

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

17. DISPUTE RESOLUTION AND GOVERNING LAW

17.1 Governing Law. California law, without regard to conflict of laws.

17.2 Informal Resolution. Good-faith negotiation for [____] days.

17.3 Mediation. Non-binding mediation in [________________________________], California.

17.4 Venue. Exclusive jurisdiction in the Superior Court of the State of California, County of [________________________________], or the United States District Court for the [________________________________] District of California.

17.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

17.6 Attorney's Fees. Under Cal. Civ. Code § 1717, if this Agreement provides for attorney's fees, the prevailing Party is entitled to reasonable attorney's fees, regardless of which Party sought fees in the contract.

17.7 Statutory Remedies. The UCL provides for restitution and injunctive relief. The CCPA provides for statutory damages of $100-$750 per consumer per incident for data breaches (§ 1798.150). The SAMP Act provides for rescission and damages for violations.

18. GENERAL PROVISIONS

18.1 Entire Agreement. Complete agreement.

18.2 Amendments. Written, signed by both Parties.

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

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

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

18.6 Severability. Invalid provisions severed; remainder continues. If any restrictive covenant is found void under Cal. Bus. & Prof. Code § 16600, such provision shall be severed and the remaining provisions remain enforceable.

18.7 Waiver. Non-enforcement is not waiver.

18.8 Counterparts. Executable in counterparts.

18.9 Electronic Signatures. Valid under the Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and E-SIGN Act.

18.10 Order of Precedence. Agreement controls 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

• California Seller Assisted Marketing Plan Act: Cal. Civ. Code § 1812.200 et seq.
• California Unfair Competition Law: Cal. Bus. & Prof. Code § 17200 et seq.
• California False Advertising Law: Cal. Bus. & Prof. Code § 17500 et seq.
• California Uniform Trade Secrets Act: Cal. Civ. Code § 3426 et seq.
• California Consumer Privacy Act / CPRA: Cal. Civ. Code § 1798.100 et seq.
• California Data Breach Notification: Cal. Civ. Code § 1798.29, § 1798.82
• California Non-Compete Prohibition: Cal. Bus. & Prof. Code § 16600
• California Franchise Investment Law: Cal. Corp. Code § 31000 et seq.
• California Anti-Spam: Cal. Bus. & Prof. Code § 17529 et seq.
• California Electronic Transactions Act: Cal. Civ. Code § 1633.1 et seq.
• California Worker Classification (AB 5): Cal. Lab. Code § 2775 et seq.
• California Attorney's Fees: Cal. Civ. Code § 1717
• FTC Endorsement Guides: 16 CFR Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.