Referral / Affiliate Agreement (District of Columbia)

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JURISDICTION: District of Columbia
LAST UPDATED: 2026-03-18
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REFERRAL / AFFILIATE AGREEMENT

DISTRICT OF COLUMBIA

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: [________________________________]
D.C. Department of Licensing and Consumer Protection 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 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 D.C. Code § 36-401.

(d) "CPPA" means the D.C. Consumer Protection Procedures Act, D.C. Code § 28-3901 et seq.

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

(f) "Referral Period" means the attribution period 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. 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 or guarantee regarding referral volumes, conversions, or Commission amounts.

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/title; (c) email/phone; (d) description of need; and (e) date of initial contact.

3.3 Qualification Criteria. A "Qualified Referral" requires: (a) not an 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's written 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. 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' 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, conditioned on customer payment receipt.
(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 rate permitted under D.C. law.

4.5 Clawbacks. Company may recover Commissions if: (i) customer cancels/refunds within [____] days; (ii) referral 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) 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. Partner uses 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) 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 practices violating the D.C. Consumer Protection Procedures Act;
(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 from actual experience.

6.5 D.C. Consumer Protection Procedures Act (CPPA). Partner acknowledges that the CPPA (D.C. Code § 28-3901 et seq.) is among the broadest consumer protection statutes in the nation. Key provisions include:

(a) Broad Scope: The CPPA covers "goods and services" defined to include consumer credit, franchises, business opportunities, real estate transactions, and services of all types (D.C. Code § 28-3901(a));

(b) Prohibited Practices (D.C. Code § 28-3904): The CPPA prohibits, among other things, misrepresenting the source, sponsorship, approval, or certification of goods or services; representing that goods or services have characteristics, uses, benefits, or quantities which they do not have; and advertising goods or services with intent not to sell them as advertised;

(c) No Requirement of Actual Injury: A violation occurs regardless of whether the consumer was actually misled, deceived, or damaged;

(d) Private Right of Action (D.C. Code § 28-3905): Consumers may bring private actions for treble damages or $1,500 per violation (whichever is greater), plus reasonable attorney's fees and costs; and

(e) Attorney General Enforcement (D.C. Code § 28-3909): The D.C. Attorney General may seek injunctive relief, restitution, and civil penalties of up to $5,000 per violation.

7. TAX OBLIGATIONS AND RECORDKEEPING

7.1 Tax Responsibility. Partner is responsible for all taxes, including D.C. income taxes, unincorporated business franchise tax, and self-employment taxes.

7.2 Tax Forms. Partner provides 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.

8. REGULATORY COMPLIANCE AND ANTI-SPAM

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

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

8.3 D.C. Business Opportunity Considerations. While D.C. does not have a separate business opportunity registration statute, the CPPA's broad definition of covered "goods and services" encompasses business opportunities. The Parties represent that:

(a) No initial investment or payment by Partner is required as a condition of participation;
(b) No specific earnings guarantees or projections have been made; and
(c) This arrangement is not structured as a pyramid scheme or chain distribution scheme prohibited under D.C. Code § 22-3227.01 et seq.

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 for Agreement purposes only.

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

9.3 D.C. Trade Secrets Act. Trade secrets are protected under the D.C. Uniform Trade Secrets Act (D.C. Code § 36-401 et seq.). Remedies include:

(a) Injunctive relief;
(b) Damages for actual loss and unjust enrichment;
(c) Exemplary damages up to twice the award for willful and malicious misappropriation (D.C. Code § 36-403); and
(d) Attorney's fees for bad faith claims or willful misappropriation (D.C. Code § 36-404).

Statute of limitations: three years from discovery or when discovery should have occurred (D.C. Code § 36-405).

9.4 D.C. Data Breach Notification. Partner shall comply with D.C.'s Security Breach Notification Act (D.C. Code § 28-3851 et seq.):

(a) Notification: Notify affected individuals in the most expedient time possible and without unreasonable delay following discovery of a breach (D.C. Code § 28-3852);
(b) Attorney General Notification: Notify the D.C. Attorney General if the breach affects 50 or more D.C. residents;
(c) Content: Include date/timeframe of breach, description of personal information involved, remedial steps, and contact information;
(d) Security Measures: Implement and maintain reasonable security safeguards; and
(e) Company Notice: Notify Company within forty-eight (48) hours of discovering a breach involving referral data.

9.5 Return of Information. Return or destroy 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 for approved trademarks and 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. Each Party represents: (a) legal authority; (b) no conflicting agreements; (c) legal compliance; and (d) no 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: (a) breach; (b) violation of D.C. law including CPPA; (c) unauthorized marketing or IP misuse; and (d) data breaches.

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, reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1 Cap. EXCEPT FOR SECTIONS 9, 12, AND CLAIMS FROM WILLFUL MISCONDUCT, FRAUD, OR CPPA 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 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; (b) fraud or illegality; (c) insolvency/bankruptcy; or (d) change in law.

15.5 Suspension. Company may suspend pending investigation.

16. EFFECTS OF TERMINATION

16.1 Cessation. Partner ceases all referral and marketing activities.

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 and construed under the laws of the District of Columbia, without regard to conflict of laws principles.

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

17.3 Mediation. If unresolved, non-binding mediation in Washington, D.C.

17.4 Venue. Exclusive jurisdiction in the Superior Court of the District of Columbia or the United States District Court for the District of Columbia. Each Party consents to personal jurisdiction and venue.

17.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY D.C. 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. Under the CPPA, prevailing consumer plaintiffs are entitled to attorney's fees (D.C. Code § 28-3905(k)(2)).

17.7 CPPA Remedies. Violations of the CPPA may result in treble damages or $1,500 per violation (whichever is greater), reasonable attorney's fees, injunctive relief, and Attorney General enforcement including civil penalties up to $5,000 per violation.

18. GENERAL PROVISIONS

18.1 Entire Agreement. Complete agreement; supersedes prior agreements.

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 via personal delivery, certified mail, or overnight courier.

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

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 D.C. Uniform Electronic Transactions Act (D.C. Code § 28-4901 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

• D.C. Consumer Protection Procedures Act: D.C. Code § 28-3901 et seq.
• D.C. Uniform Trade Secrets Act: D.C. Code § 36-401 et seq.
• D.C. Security Breach Notification Act: D.C. Code § 28-3851 et seq.
• D.C. Interest on Contracts: D.C. Code § 28-3302
• D.C. Uniform Electronic Transactions Act: D.C. Code § 28-4901 et seq.
• D.C. Ban on Non-Compete Agreements: D.C. Code § 32-581.01 et seq.
• D.C. Workplace Fraud Prevention: D.C. Code § 32-1331.01 et seq.
• D.C. Pyramid Distribution Schemes: D.C. Code § 22-3227.01 et seq.
• D.C. Unincorporated Business Franchise Tax: D.C. Code § 47-1808.01 et seq.
• FTC Endorsement Guides: 16 CFR Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.