Referral / Affiliate Agreement (Colorado)

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

STATE OF COLORADO

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: [________________________________]
Colorado 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 for compensation; and

WHEREAS, the Parties wish to memorialize 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 assigned to Partner.

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

(c) "Confidential Information" means non-public information including customer data, pricing, strategies, and trade secrets under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-102).

(d) "CPA" means the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.).

(e) "Personal Data" has the meaning set forth in C.R.S. § 6-1-1303(17), meaning information that is linked or reasonably linkable to an identified or identifiable individual (excluding de-identified data and publicly available information).

(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) "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.

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.

3. REFERRAL PROCESS AND QUALIFICATION CRITERIA

3.1 Submission Method.

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

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

3.3 Qualification Criteria. (a) Not existing customer or in 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. Attribution expires without conversion.

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.
(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 maximum permitted by Colorado 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 relevant records 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 written consent.

6.2 Brand Guidelines. Compliance with Company's brand guidelines 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;
(c) Make false, misleading, or unsubstantiated claims;
(d) Engage in deceptive practices in violation of the Colorado Consumer Protection Act (C.R.S. § 6-1-101 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;
(b) "#ad," "#sponsored," or "paid partner" in social media;
(c) Prominent, unavoidable placement; and
(d) Honest testimonials.

6.5 Colorado Consumer Protection Act (CCPA). The CCPA (C.R.S. § 6-1-101 et seq.) prohibits deceptive trade practices in the course of business. Key provisions relevant to referral arrangements include:

(a) Deceptive Trade Practices (C.R.S. § 6-1-105): Forty specific prohibited practices, including knowingly making a false representation as to the characteristics, uses, benefits, or quantities of goods or services; representing that goods or services are of a particular standard, quality, or grade when they are not; and advertising goods or services with intent not to sell them as advertised;

(b) Private Right of Action (C.R.S. § 6-1-113): Any person injured by a deceptive trade practice may bring a civil action for actual damages, injunctive relief, and costs. If the court finds the practice was willful or the defendant has been previously assessed a penalty for a similar violation, the court may award treble damages;

(c) Attorney General Enforcement (C.R.S. § 6-1-110): The Attorney General may bring enforcement actions seeking injunctions, restitution, and civil penalties of up to $20,000 per violation ($50,000 for violations targeting elderly consumers); and

(d) Business Opportunities: While Colorado does not have a standalone business opportunity registration statute, arrangements resembling business opportunities that involve deceptive earnings representations or investment requirements are subject to CCPA enforcement.

7. TAX OBLIGATIONS AND RECORDKEEPING

7.1 Tax Responsibility. Partner is responsible for all taxes, including Colorado state income tax 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 all applicable laws.

8.2 CAN-SPAM. Partner complies with CAN-SPAM for email marketing.

8.3 Colorado Privacy Act Compliance. Where Partner processes Personal Data of Colorado residents in connection with referral activities, Partner shall comply with the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.):

(a) Data Minimization: Collect only Personal Data reasonably necessary for the referral purpose;

(b) Consumer Rights: Cooperate with Company to honor consumer rights requests including the right to access, correct, delete, and obtain a portable copy of Personal Data (C.R.S. § 6-1-1306);

(c) Consent for Sensitive Data: Obtain affirmative, freely given, specific, informed, and unambiguous consent before processing sensitive data (C.R.S. § 6-1-1308);

(d) Data Protection Assessments: Support Company in conducting data protection assessments as required for processing that presents a heightened risk of harm (C.R.S. § 6-1-1309);

(e) Security Measures: Implement appropriate technical and organizational measures to protect Personal Data; and

(f) Processor Obligations: If Partner acts as a "processor" under the CPA, enter into a data processing agreement that meets the requirements of C.R.S. § 6-1-1305(4).

8.4 Export Controls. No referrals in sanctioned countries or with SDN-listed persons.

8.5 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. Publicly available, previously known, independently developed, or legally required.

9.3 Colorado Trade Secrets Act. Trade secrets are protected under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.). Remedies include:

(a) Injunctive relief;
(b) Damages for actual loss and unjust enrichment;
(c) Exemplary damages up to twice the amount awarded for willful and malicious misappropriation (C.R.S. § 7-74-104); and
(d) Attorney's fees for bad faith claims or willful misappropriation (C.R.S. § 7-74-105).

Statute of limitations: three years from discovery (C.R.S. § 7-74-106).

9.4 Colorado Data Breach Notification. Partner shall comply with C.R.S. § 6-1-716:

(a) Notification Deadline: Notify affected Colorado residents within thirty (30) days of determining that a security breach occurred;
(b) Attorney General Notification: If 500+ residents affected, notify the Colorado Attorney General within 30 days;
(c) Content: Include date of breach, description of personal information involved, contact information for credit reporting agencies, and toll-free numbers for the entity;
(d) Company Notification: Notify Company within forty-eight (48) hours of discovering any breach involving referral data; and
(e) Reasonable Security: Implement and maintain reasonable security procedures for personal information.

9.5 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. Partner grants Company a 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 Indemnification. Partner indemnifies Company from: (a) breach; (b) CCPA violations; (c) unauthorized marketing or IP misuse; (d) data breaches; and (e) Colorado Privacy Act violations.

12.2 Company Indemnification. 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 CCPA VIOLATIONS, AGGREGATE LIABILITY SHALL NOT EXCEED COMMISSIONS PAID OR PAYABLE IN THE PRIOR TWELVE (12) MONTHS.

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

13.3 Essential Purpose. Limitations apply regardless.

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 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 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 for Commission within the Referral Period unless terminated for breach/fraud.

16.3 Final Payment. Within [____] days.

16.4 Return of Materials. Within [____] days: cease IP use, remove references, return/destroy Confidential Information, certify compliance.

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. Colorado law, without regard to conflict of laws.

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

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

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

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

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

17.7 CCPA Remedies. Violations of C.R.S. § 6-1-105 may result in actual damages, treble damages for willful violations, injunctive relief, and Attorney General penalties up to $20,000 per violation.

18. GENERAL PROVISIONS

18.1 Entire Agreement. Complete agreement; supersedes prior agreements.

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 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 Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.) and 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

• Colorado Consumer Protection Act: C.R.S. § 6-1-101 et seq.
• Colorado Privacy Act: C.R.S. § 6-1-1301 et seq.
• Colorado Uniform Trade Secrets Act: C.R.S. § 7-74-101 et seq.
• Colorado Data Breach Notification: C.R.S. § 6-1-716
• Colorado Interest Rates: C.R.S. § 5-12-101 et seq.
• Colorado Non-Compete Restrictions: C.R.S. § 8-2-113 (as amended by HB 22-1317)
• Colorado Uniform Electronic Transactions Act: C.R.S. § 24-71.3-101 et seq.
• FTC Endorsement Guides: 16 CFR Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.