Affiliate Agreement Template
The agreement your program needs before the first partner signs up
A free affiliate agreement template covering commission, attribution, refund clawbacks, prohibited promotion methods, termination and governing law. Read the full text on this page or copy it. It is a starting point, not legal advice, have a lawyer review it before you rely on it.
This is a template, not legal advice. Have a lawyer review it before you rely on it.
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The full template
The whole thing, free
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Affiliate Agreement
1. Parties and effective date
Names who is agreeing and from when. Obvious, and the clause most often missing from a template someone pasted out of a blog post, without it there is no agreement, only a description of one.
This Affiliate Agreement (the "Agreement") is entered into between Acme Software Inc. (the "Company") and the individual or entity accepting these terms (the "Affiliate"). It takes effect on the date the Affiliate accepts it, whether by signature or by accepting it during registration for the Company's affiliate program (the "Program"), and continues until terminated under clause 10.
2. Appointment and non-exclusivity
States that the affiliate may promote your competitors and that you may work with anyone. Saying it plainly at the start avoids a fight later, and an affiliate who reads an exclusivity clause into silence is an affiliate who feels misled when they find out otherwise.
The Company appoints the Affiliate as a non-exclusive marketing partner to promote the Company's products and services. Nothing in this Agreement restricts the Affiliate from promoting other products, including those of the Company's competitors, and nothing restricts the Company from appointing other affiliates on any terms. This Agreement does not create a partnership, joint venture, franchise or employment relationship, and neither party may bind the other.
3. Commission and how it is calculated
The rate, the type, the basis, and, the part templates usually omit, what the percentage is actually taken of. Tax, shipping and discounts all change the answer, so the clause says which of them come off first.
The Company shall pay the Affiliate 20% of the Net Sale Value, payable for each payment made by a Referred Customer for the duration stated in the Program terms. "Net Sale Value" means the amount actually paid by the Referred Customer, excluding taxes, shipping and handling charges, and any discounts applied at checkout, and net of any refunds, chargebacks or cancellations. A "Qualifying Sale" is a completed purchase by a Referred Customer that has not been refunded, reversed or cancelled and that is not the subject of a chargeback. The Company may vary commission rates for future sales on notice under clause 6; rates already earned are not affected.
4. Attribution and the cookie window
Says how a sale is credited and for how long. Use the number, not a phrase like "a reasonable period", this is the clause that decides who gets paid when two affiliates both touched a customer, and vagueness here is what disputes are made of.
A sale is attributed to the Affiliate where the Referred Customer arrived via the Affiliate's tracked link or used the Affiliate's assigned discount code, and completed the purchase within 60 days of that click (the "Attribution Window"). Attribution operates on a last-click basis: where a customer has clicked the links of more than one affiliate within the Attribution Window, the most recent click prevails. The Company's tracking records are the record of attribution, and the Company will make relevant records available to the Affiliate on reasonable request in the event of a dispute.
5. Payment terms and threshold
When you pay, how often, and the balance below which you do not. A minimum threshold is standard and reasonable; not stating one and then not paying $3 is the kind of thing that produces a public complaint.
Commissions become payable on net 30 terms following the end of the calendar month in which the Qualifying Sale occurred, provided the Affiliate's accrued balance is at least $50. Balances below that threshold roll over to the following period. The Affiliate is responsible for providing accurate payment details and for any taxes arising on commissions received. The Company may withhold payment where it reasonably suspects fraudulent or prohibited activity, pending investigation under clause 7.
6. Refunds, chargebacks and clawbacks
The clause most missing templates lack, and the one that costs real money. Without it you are paying commission on revenue you gave back. With it, the reversal is a term the affiliate agreed to rather than a surprise deduction.
Where a Qualifying Sale is subsequently refunded, cancelled, or reversed by chargeback, the associated commission is reversed. If the commission has not yet been paid it is removed from the Affiliate's balance; if it has been paid, it is deducted from the next payment due. Where no further payment is due, the Company may invoice the Affiliate for the amount, payable within 30 days. The Company operates a holding period before commissions become payable in order to reduce the frequency of such reversals.
7. Prohibited promotion methods
The list of things that void a commission. Be specific, "spam" means nothing enforceable, whereas "unsolicited email" does. Brand-term bidding is the one worth naming explicitly, because affiliates who do it usually believe it is permitted.
The Affiliate shall not, directly or through a third party: (a) bidding on the Company's brand terms in paid search; (b) self-referrals or referrals from the Affiliate's own household; (c) unsolicited email, SMS or messaging of any kind; (d) misleading income, performance or endorsement claims; (e) coupon-code stuffing or the publication of unauthorised discount codes. The Affiliate shall not misrepresent the Company or its products, nor imply an employment or agency relationship. Breach of this clause voids any commission arising from the activity concerned, and the Company may hold or reject the associated sales and terminate this Agreement immediately under clause 10.
8. Trademark and brand use
Grants a narrow licence to use your name and logo for promotion, and takes it back on termination. Without this, an affiliate using your logo is technically infringing; with an over-broad version, they can keep doing it after you part ways.
The Company grants the Affiliate a limited, revocable, non-exclusive, non-transferable licence to use the Company's name, logos and approved marketing materials solely for the purpose of promoting the Company's products under this Agreement. The Affiliate shall not modify those materials, register or attempt to register any domain name, social media handle, application name or trademark incorporating the Company's marks or a confusingly similar variation, and shall cease all use of the Company's marks promptly on termination.
9. Confidentiality and customer data
What the affiliate may see about your customers, and what they may do with it. Affiliates receive conversion data; this makes clear that it is yours, and that a customer list is not a thing they acquire by promoting you.
The Affiliate may receive aggregated performance data relating to sales they have referred. All personal data relating to Referred Customers remains the property of the Company and its customers. The Affiliate shall not attempt to identify, contact, market to or build a list from Referred Customers other than through the Program, and shall keep confidential any non-public information about the Company's business, pricing or customers that it receives under this Agreement. This clause survives termination.
10. Term and termination
The notice period, and, the part people forget, what happens to commissions already earned but not yet paid. Terminating a partner and keeping their pending balance is legal only if the agreement says so, and doing it without saying so is how programs acquire a reputation.
Either party may terminate this Agreement for convenience on 14 days' written notice. The Company may terminate immediately where the Affiliate breaches clause 7. On termination for convenience, commissions already earned in respect of Qualifying Sales remain payable in the ordinary course under clause 5, subject to the reversal provisions in clause 6. On termination for breach of clause 7, the Company may withhold commissions arising from the activity constituting the breach. The Affiliate shall remove all tracked links and Company marks promptly on termination.
11. Governing law and disputes
Which country's or state's law applies and where a dispute is heard. Changing this field changes this clause and nothing else, it does not localise the rest of the document, which is why the notice at the top of the page matters.
This Agreement is governed by the laws of Delaware, United States, without regard to its conflict of laws rules, and the parties submit to the exclusive jurisdiction of its courts. If any provision is held unenforceable, the remainder continues in effect. This Agreement, together with the Program terms published by the Company, is the entire agreement between the parties on its subject matter and supersedes any prior understanding.
Before you send it
What to change
The parts that are yours.
Fill in five fields
Company, governing law, rate, attribution window, payment terms. Everything else works as written.
Pick a window, as a number
60 days is the category default. The clause and your tracking settings have to match.
Read clause 6 first
Refund clawbacks are what most templates omit, and what costs real money when they do.
Be specific in clause 7
“No spam” is unenforceable. “Bidding on brand terms in paid search” is.
Get it read where it matters
Selling into the EU or UK, or enforcing across borders, is where a lawyer is not optional.
Put it in the signup flow
An agreement on your drive protects nobody. Portal terms are a Business-plan feature.
View as a table
| Event | Day | Attributed? |
|---|---|---|
| Affiliate link clicked | 0 | , |
| Purchase | 41 | Yes, inside the window |
| Window closes | 60 | , |
| Purchase | 63 | No, window has closed |
Write it once, then enforce it
Four of these clauses are settings, not sentences
An agreement nobody enforces is a document. These four are things the software either does or doesn't do.
In the document
The attribution window in clause 4
In the product
Cookie duration
A field on the program, 60 days by default, configurable from days to a year. The clause and the setting have to agree.
In the document
Net 30 in clause 5
In the product
Payout terms
NET_0 through NET_60, plus a holding period and a minimum payout threshold. Set once, and every payout run follows them.
In the document
Refund clawbacks in clause 6
In the product
Automatic commission reversal
Refunded sales are detected from Stripe or Shopify and the commission reverses on its own. Nobody has to remember to do it.
In the document
Self-referrals in clause 7
In the product
Fraud prevention
Matching on email and IP, with the sale held for review or rejected automatically. On every plan.
Templates
The other templates
Free to read, free to copy, no account needed.
Recruitment email
A three-email sequence for approaching creators who have never heard of you.
Get the templateCommission structure
Four commission structures with worked numbers, and when each one fits.
Get the templateProgram terms
The public terms affiliates accept when they sign up.
Get the templateOnboarding sequence
Five emails for the two weeks after a partner joins.
Get the templateNeed to calculate something rather than send it? The free tools price a program, model a commission and search for creators.
FAQ
Questions people actually ask
Direct answers, including the ones that do not favour us.
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It is a template. Whether a particular agreement binds depends on how it is presented, accepted and executed, and on the law where you and your affiliates are, none of which a template can know. Treat it as a well-structured starting point that covers what affiliate agreements need to cover, and have a lawyer read it before you rely on it.
This is a template, not legal advice. The governing-law field changes one clause, it does not localise the document, and there is no tax or 1099 guidance here. Spotted a problem with it? Tell us.