Business Forms: Introducer Agreement (Ongoing Business Relationship)

This Introducer Agreement is designed for a supplier who wants to engage someone to introduce a new client, where the goal is an ongoing business relationship rather than a single one-off deal. It sets out how the introduction fee works once that relationship is genuinely established.

Key Takeaways

• This agreement suits a supplier looking to secure one new client, sometimes in a new market or region, who may or may not be specifically named upfront.
• An introducer differs from an agent: they simply make the introduction and step back, rather than negotiating or selling on the supplier's behalf.
• The fee only becomes payable once an "ongoing business relationship" is established, defined by a set number of transactions you specify.
• It's not suitable for introducing clients for financial services, such as insurance or investment products, since it isn't drafted in line with current financial services regulation.
• If you need a different kind of introduction or commission arrangement, a standard agency agreement or a referral fee agreement may suit your situation better.

What Is This Agreement For?

This template is designed for a supplier who wants to secure a contract with a specific new client, sometimes in a new market or geographical region, who may or may not be explicitly named in advance. Where the target client isn't named, a Prospective Client Criteria schedule lets the supplier set out what they're looking for in the client the introducer is meant to find.

This particular version is for situations where the goal is an ongoing business relationship (OBR), meaning consistent future income, rather than a single transaction. The agreement treats an OBR as established once a defined number of transactions between the companies has taken place, a number you set yourself.

How Does an Introducer Differ From an Agent?

An introducer doesn't sell the supplier's products or services themselves. Their role is simply to pass on contact details or arrange a meeting between the parties. Once that introduction happens, the introducer steps back entirely, the negotiation, selling, and actual supply remain the supplier's responsibility alone.

If you actually need a principal-agent relationship, where the other party does sell on your behalf, a standard agency agreement is the more appropriate document, not this one.

How Does the Fee Work?

The agreement can be structured as a fixed fee or a percentage, and includes a separate Fee Schedule since the payment structure can get genuinely complex depending on how many transactions are required before an OBR is considered established. It can also be set up to operate on a no-win, no-fee basis, meaning the introducer isn't entitled to a fee if no agreement is ultimately reached with the prospective client.

When Shouldn't I Use This Agreement?

If you're not targeting a specific client or type of client, but are instead looking for new business generally, a standard commission or referral fee agreement is likely a better fit than this one.

This agreement also isn't suitable for introducing clients for regulated financial services, such as insurance products or investment advice, since it hasn't been drafted in line with current financial services regulation overseen by the Financial Conduct Authority (FCA). If your situation involves financial services introductions specifically, you'll need a properly regulated agreement instead, and it's worth getting advice from a solicitor familiar with financial services compliance.

What Does the Agreement Actually Cover?

The template includes the following clauses: Definitions and Interpretation, Appointment of Introducer, Method of Introduction, Obligations of the Company, Fees and Payment, Relationship of the Parties, Non-Competition, Confidentiality, Non-Circumvention, Termination, Nature of Agreement, Notices and Service, Set Off, and Jurisdiction, along with three schedules covering the Product, the Fee structure, and the Prospective Client Criteria.

It's provided in an open format, so you can enter your specific details directly into the highlighted fields, or adjust the wording to suit your situation. Optional clauses are shown in square brackets, and it's worth reading these carefully to make sure whatever you keep is consistent with the rest of the agreement, removing anything you don't need.

FAQs

What's the difference between this agreement and a standard agency agreement?

This one is for an introducer who simply makes an introduction and steps back. An agency agreement is for a principal-agent relationship, where the other party actually sells on your behalf.

Can I use this agreement for financial services introductions?

No, it isn't drafted in line with current financial services regulation overseen by the FCA, so it isn't suitable for introducing clients for products like insurance or investment advice.

When does the introducer's fee actually become payable?

Once an "ongoing business relationship" is established, defined by a specific number of transactions between the companies, which you set yourself in the Fee Schedule.

Can this agreement be structured as no-win, no-fee?

Yes, it can be set up so the introducer isn't entitled to a fee if no agreement is ultimately reached with the prospective client.

What if I'm not targeting a specific client, just looking for new business generally?

A standard commission or referral fee agreement is likely a better fit than this specific template.

This article is for general information only and does not constitute legal advice. This template document should be reviewed by a qualified solicitor before use, to make sure it properly reflects your specific circumstances and complies with current regulation.