Introducer agreements establish formal arrangements where one party (the introducer) refers potential clients or business opportunities to another party (the recipient). These agreements are common in financial services, professional services, and technology sectors, where client acquisition through trusted referrals is valuable.
The definition of a qualifying introduction often becomes a major source of disputes. Careful drafting is essential to prevent disagreements over commission entitlement and attribution. Important issues to consider relating to what will constitute an introduction and ensure are tightly drafted with clarity in your introducer agreement include :-
First contact - whether initial awareness of client is sufficient, or if more substantive contact is required. For example, merely passing contact details might not qualify as an introduction without follow-up engagement.
Level of information - minimum information required for valid introduction. This might include client details, potential business value, or specific requirements.
Time frames - clear periods within which the introduction must convert to business. Consider whether introductions remain valid indefinitely or expire after a set period.
Scope of services - define the precise nature and extent of the introduction relationship:
Territory and exclusivity - clear geographical or jurisdictional boundaries for valid introductions and whether introducer has exclusive rights in specific areas or client types.
Duration - both contract term and period for claiming introduced clients.
Regulatory compliance - address specific regulatory requirements which may be relevant to sector such as FCA requirements.
Data protection - GDPR compliance framework for information sharing.
Commission structure - comprehensive payment arrangements including fee calculation, payment timing, triggers for commission, clawback provisions.
Circumstances requiring fee repayment or adjustment - such as repeat business and related client introductions.
Liability and indemnity - warranties relating to introducer responsibilities and warranties and indemnification against introducer misconduct or breaches.
Termination rights and post termination obligations - any notice requirements for different termination scenarios, ongoing duties regarding introduced clients and confidentiality and treatment of introductions in progress at termination.
Multiple introducers - different introducers claiming same client or indirect introductions through third parties
Pre-existing relationships - client already known to recipient leading to disputes over whether introduction adds any value, emphasising the need to define in agreement when a previous relationship is considered lapsed.
We provide comprehensive, experienced and cost effective support including:
Drafting, reviewing and negotiating the agreement
Strategic advice on terms and conditions.
Advice and representation where disputes arise.
Get in touch
If you would like to speak with a member of the team you can contact us on:
Partner - Commercial law and Data issues
Phil specialises in assisting SMEs and owner-managed businesses with their non-contentious commercial contracts and data protection needs. He qualified as a Solicitor in 2002 and has worked in Legal 500 ranked firms during his career.
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