Referral / Affiliate Agreement (Connecticut)

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7. Have this document reviewed by qualified Connecticut counsel.

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

STATE OF CONNECTICUT

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: [________________________________]
Connecticut Secretary of the 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 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 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 Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. § 35-51).

(d) "Consumer" has the meaning set forth in the CTDPA (Conn. Gen. Stat. § 42-515(8)), meaning an individual who is a Connecticut resident.

(e) "CUTPA" means the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. § 42-110a et seq.

(f) "CTDPA" means the Connecticut Data Privacy Act, Conn. Gen. Stat. § 42-515 et seq.

(g) "Personal Data" has the meaning in Conn. Gen. Stat. § 42-515(22).

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

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

(j) "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 communicated.

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.
(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 Connecticut 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;
(c) Make false or misleading claims;
(d) Engage in unfair or deceptive practices in violation of CUTPA;
(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 material connection disclosures;
(b) "#ad," "#sponsored," or "paid partner" in social media;
(c) Prominent placement; and
(d) Honest testimonials.

6.5 Connecticut Unfair Trade Practices Act (CUTPA). CUTPA (Conn. Gen. Stat. § 42-110a et seq.) is Connecticut's primary consumer protection statute. It prohibits unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce. Key provisions:

(a) "Cigarette Rule" Test: Connecticut courts apply the FTC's three-prong test to determine unfairness: (1) the practice offends public policy as established by statutes, common law, or otherwise; (2) the practice is immoral, unethical, oppressive, or unscrupulous; or (3) the practice causes substantial injury to consumers, competitors, or other business persons. Only one prong need be satisfied;

(b) Private Right of Action (§ 42-110g): Any person who suffers an ascertainable loss as a result of a CUTPA violation may recover actual damages and costs, including reasonable attorney's fees. Punitive damages may be awarded;

(c) Attorney General Enforcement (§ 42-110d): The Attorney General may seek injunctions and civil penalties; and

(d) Statute of Limitations: Three years from the violation (§ 42-110g(f)).

7. TAX OBLIGATIONS AND RECORDKEEPING

7.1 Tax Responsibility. Partner is responsible for all taxes, including Connecticut 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 applicable laws.

8.2 CAN-SPAM. Partner complies with CAN-SPAM.

8.3 Connecticut Business Opportunity Investment Act. The Parties acknowledge the Connecticut Business Opportunity Investment Act (Conn. Gen. Stat. § 36b-60 et seq., Chapter 672c), which requires:

(a) Registration: A seller of a business opportunity must register with the Connecticut Department of Banking, Securities and Business Investment Division, before offering or selling a business opportunity in Connecticut (Conn. Gen. Stat. § 36b-62);

(b) Definition: A "business opportunity" includes arrangements where a seller solicits a prospective purchaser to enter into a new business, grants the right to sell products/services under a marketing plan, and the purchaser pays an initial consideration exceeding a statutory threshold;

(c) Franchise Exemption: Sales of franchises are exempt if made in conjunction with a federally registered trademark or service mark (Conn. Gen. Stat. § 36b-61(b));

(d) Disclosure Requirements: Sellers must provide specified disclosures before the earlier of (i) 10 business days before receipt of any consideration or (ii) 10 business days before execution of a business opportunity contract; and

(e) Applicability to This Agreement: The Parties represent that this referral arrangement does not constitute a "business opportunity" under the Act because: (i) Partner is not required to pay any initial consideration as a condition of participation; (ii) no earnings representations have been made; and (iii) the arrangement is a B2B referral/affiliate relationship rather than the sale of a new business venture. If the arrangement is later determined to constitute a business opportunity, the Parties shall cooperate to comply with registration and disclosure requirements.

8.4 Connecticut Franchise Act. If this arrangement is determined to constitute a "franchise" under Conn. Gen. Stat. § 42-133e et seq., the Parties acknowledge that the Connecticut Franchise Act governs termination and renewal of franchise relationships, requiring good cause for termination and 60 days' written notice (Conn. Gen. Stat. § 42-133f).

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

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 Connecticut Trade Secrets Act. Protected under Conn. Gen. Stat. § 35-50 et seq. Remedies include:

(a) Injunctive relief (§ 35-53);
(b) Damages for actual loss and unjust enrichment (§ 35-53);
(c) Exemplary damages up to twice the award for willful and malicious misappropriation (§ 35-53(b)); and
(d) Attorney's fees for bad faith or willful misappropriation (§ 35-54).

Statute of limitations: three years from discovery (§ 35-55).

9.4 Data Breach Notification. Partner shall comply with Conn. Gen. Stat. § 36a-701b:

(a) Notification: Notify affected Connecticut residents without unreasonable delay, not to exceed sixty (60) days after discovery of the breach;
(b) Attorney General Notification: Notify the Connecticut Attorney General no later than the time notice is provided to residents;
(c) Content: Include description of breach, type of information compromised, and steps being taken;
(d) Company Notice: Notify Company within forty-eight (48) hours of discovering any breach involving referral data.

9.5 Connecticut Data Privacy Act (CTDPA). Where Partner processes Personal Data of Connecticut consumers in referral activities, Partner shall comply with the CTDPA (Conn. Gen. Stat. § 42-515 et seq.):

(a) Consumer Rights: Support Company in honoring rights to access, correct, delete, obtain a copy of, and opt out of the processing of Personal Data (§ 42-520);
(b) Purpose Limitation: Process Personal Data only for purposes reasonably necessary and compatible with the referral purpose (§ 42-519);
(c) Data Minimization: Collect only Personal Data adequate, relevant, and reasonably necessary;
(d) Consent for Sensitive Data: Obtain consent before processing sensitive data (§ 42-519(a)(4));
(e) Security: Implement appropriate technical and organizational security measures; and
(f) Processor Agreement: If Partner acts as a "processor," enter into a data processing agreement meeting § 42-522 requirements.

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) CUTPA violations; (c) unauthorized marketing/IP misuse; (d) data breaches; and (e) Business Opportunity Act violations.

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, CUTPA VIOLATIONS, AND WILLFUL MISCONDUCT/FRAUD, 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-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 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.

14.3 Remedies. 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. Connecticut law, without regard to conflict of laws.

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

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

17.4 Venue. Exclusive jurisdiction in Connecticut Superior Court in [________________________________] Judicial District, or the United States District Court for the District of Connecticut.

17.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY CONNECTICUT 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. Under CUTPA (§ 42-110g), the court may award costs and reasonable attorney's fees.

17.7 CUTPA Remedies. CUTPA violations may result in actual damages, punitive damages, attorney's fees, costs, and injunctive relief. The three-year statute of limitations applies (§ 42-110g(f)).

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 reformed; remainder continues.

18.7 Waiver. Non-enforcement is not waiver.

18.8 Counterparts. Executable in counterparts.

18.9 Electronic Signatures. Valid under the Connecticut Uniform Electronic Transactions Act (Conn. Gen. Stat. § 1-266 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

• Connecticut Unfair Trade Practices Act (CUTPA): Conn. Gen. Stat. § 42-110a et seq.
• Connecticut Business Opportunity Investment Act: Conn. Gen. Stat. § 36b-60 et seq. (Chapter 672c)
• Connecticut Franchise Act: Conn. Gen. Stat. § 42-133e et seq.
• Connecticut Uniform Trade Secrets Act: Conn. Gen. Stat. § 35-50 et seq.
• Connecticut Data Breach Notification: Conn. Gen. Stat. § 36a-701b
• Connecticut Data Privacy Act (CTDPA): Conn. Gen. Stat. § 42-515 et seq.
• Connecticut Interest on Debts: Conn. Gen. Stat. § 37-3a
• Connecticut Uniform Electronic Transactions Act: Conn. Gen. Stat. § 1-266 et seq.
• FTC Endorsement Guides: 16 CFR Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.