Referral Agreement in Germany: Template and Key Clauses (2026)

A referral agreement in Germany is a contract where one party sends potential customers or leads to another in exchange for a fee or commission. It sounds simple, but German law does not have a single statute called "referral agreement". How a court treats it depends on what the referrer actually does, and several other rules (unfair competition, data protection, tax and employment status) sit on top. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a German lawyer. ## What law governs a referral agreement in Germany? General contract rules sit in the Buergerliches Gesetzbuch (BGB), the German Civil Code. The first question is which contract type your referral resembles. - A pure introduction, where the referrer only names a prospect and is paid if a deal closes, looks like a brokerage or Maklervertrag (sections 652 and following BGB). Here commission is usually due only on success, that is, when a contract with the referred customer is actually concluded and is causally linked to the introduction.

• If the referrer takes on ongoing promotional activity, it looks more like a service contract (Dienstvertrag, section 611 BGB), where effort is owed rather than a result.
• If a specific result is owed, it edges toward a contract for work (Werkvertrag, section 631 BGB). Most referral deals are brokerage or service in nature, not work. Labelling matters less than substance, so describe the duties precisely and state when commission accrues. ## Unfair competition and sector bans (UWG and professional rules) The Gesetz gegen den unlauteren Wettbewerb (UWG), Germany's unfair competition law, is central. Two points recur: - Disclosure of paid referrals. Hidden commercial influence can be misleading. Where a referral or recommendation is paid for, especially toward consumers, the commercial nature should be made clear, or it risks being an unfair practice.
• Unsolicited contact. Section 7 UWG restricts unsolicited advertising. If referred leads will be contacted by email, SMS or phone, prior consent is generally needed, and the referrer should confirm it has a lawful basis to pass the data. Some regulated professions face outright or restricted referral-fee rules. Lawyers are limited by the Bundesrechtsanwaltsordnung (BRAO), and sectors such as insurance distribution, tax advice and healthcare have their own kickback or commission constraints. Check the sector before agreeing a fee. ## Data protection (GDPR and BDSG) Passing a prospect's contact details is processing of personal data under the EU General Data Protection Regulation (GDPR) and the German Bundesdatenschutzgesetz (BDSG). You need a lawful basis to share and to contact the lead, and in a consumer setting that usually means consent. Decide whether the parties are independent controllers or whether one processes for the other, document the arrangement, and keep records of consent. Sloppy lead-sharing is one of the most common weak points in these deals. ## Tax and employment status Commission is a taxable supply of services, so German value added tax (Umsatzsteuer, USt) at the standard rate generally applies, with reverse charge available for cross-border business-to-business supplies inside the EU. Agree whether fees are stated net or gross of VAT. Watch the Scheinselbststaendigkeit (bogus self-employment) risk. If a referral partner works mainly for one principal, follows instructions and is integrated like staff, authorities may reclassify the relationship as employment, triggering back social security contributions. Keep the partner genuinely independent in how it works. ## Key clauses in a German referral agreement - Scope of the referral: what counts as a qualifying lead or introduction, and any territory or sector.
• Commission trigger: success-based (on a signed deal) or activity-based, and the causal link required.
• Rate and payment: percentage or flat fee, when it accrues, statements, VAT treatment and payment timing.
• Term of entitlement: whether commission is paid once, or recurring for the customer lifetime, and any tail period after termination.
• Disclosure and compliance: how paid referrals are disclosed, and compliance with UWG and any sector rules.
• Data protection: lawful basis, consent, controller or processor roles, and GDPR and BDSG duties.
• Exclusivity and non-circumvention: whether the referrer is exclusive, and protection against the parties going around each other.
• Independent contractor status: confirming the referrer acts on its own account, to reduce Scheinselbststaendigkeit risk.
• Term, termination and governing law: notice, grounds, German law and venue. ## A simple drafting skeleton 1. Parties and date

2. Definitions (qualifying lead, referred customer, territory)
3. Appointment and scope of referral activity
4. Commission: trigger, rate, accrual and causal link
5. Payment, statements and VAT
6. Disclosure and UWG compliance
7. Data protection (GDPR and BDSG)
8. Exclusivity and non-circumvention
9. Independent contractor status
10. Confidentiality
11. Term and termination (including commission tail)
12. Liability
13. Governing law (German) and venue
14. Signatures Give the most attention to the commission trigger, disclosure and data protection, because these decide whether you get paid and whether the arrangement is lawful. ## Keeping a portfolio of these contracts under control The hard part is rarely one agreement. It is tracking many of them at once: which service level or scope applies, when each renewal or notice period falls, which liability position you accepted, and whether a clause was quietly changed in the last draft. That work (drafting from a tuned template, flagging risky clauses per clause, tracking renewals and keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this: one AI workspace tuned to your company and built on Claude, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for German law. More at Adira. The law above stands on its own. ## Bottom line A German referral agreement is usually a brokerage or service contract under the BGB, with commission often tied to a signed deal. The real risks are elsewhere: UWG disclosure duties and sector fee bans, GDPR and BDSG obligations when leads are shared, VAT treatment, and the Scheinselbststaendigkeit trap. Draft the commission trigger clearly, disclose paid referrals, get consent to share data, and take German advice before signing a real deal.