Affiliate Agreement Template

An affiliate agreement is a contract between a company (the merchant or advertiser) and an affiliate (the publisher or promoter) that sets out the terms under which the affiliate will market the company’s products or services in exchange for a commission or other compensation. Whether you run a direct-to-consumer brand, a SaaS platform, or a professional services firm, a well-drafted affiliate agreement template protects both sides — defining exactly what each party owes the other and reducing the risk of disputes.

Affiliate marketing has grown into one of the most cost-effective customer-acquisition channels in digital commerce. According to the FTC’s Endorsement Guides, affiliates are legally required to disclose their relationship with a brand whenever they receive compensation for promotion. A properly structured affiliate agreement template makes compliance with these disclosure rules a contractual obligation — protecting your business from regulatory risk as well as commercial disputes.

What Is an Affiliate Agreement?

An affiliate agreement — sometimes called an affiliate marketing agreement, affiliate program agreement, or referral agreement — is a written contract that governs the relationship between a merchant and its affiliates. It defines how affiliates are allowed to promote the merchant’s offerings, how and when commissions are calculated and paid, what conduct is prohibited, and how either party can terminate the relationship. Without a written agreement, an affiliate program operates on informal understandings that can collapse the moment a commission dispute or brand-misuse incident arises.

Affiliate agreements are distinct from independent contractor agreements (which address general services) and influencer agreements (which govern one-off sponsored content). An affiliate agreement is structured around an ongoing performance relationship: the affiliate earns compensation only when a qualifying action — a sale, a lead, a click, or a subscription — is completed. That performance-based structure requires specific contractual provisions that general services contracts do not address.

Key Provisions Every Affiliate Agreement Template Should Include

A thorough affiliate agreement template should address the following core provisions. Omitting any of them is a common source of disputes.

1. Parties and Recitals

Identify the merchant (full legal name and state of organization) and the affiliate (individual or entity name). Recitals briefly describe the purpose of the agreement — that the affiliate will promote the merchant’s products or services in exchange for compensation according to the program terms.

2. Affiliate Program Terms and Acceptance

Describe how affiliates join the program — through an online application, a click-wrap acceptance, or a signed document. Many merchants run their affiliate programs through platforms such as ShareASale, Impact, or PartnerStack; the agreement should clarify which program terms govern and how conflicts between the platform terms and the direct agreement are resolved.

3. Commission Structure and Payment Terms

This is the heart of the affiliate agreement. Define the commission rate or flat fee, the qualifying actions that trigger a commission (sale, lead, free trial signup, etc.), the cookie window (the period after a click during which the affiliate gets credit for a conversion), payment frequency (monthly, net-30, net-60), the minimum payout threshold, and the payment method (ACH, PayPal, wire transfer). Ambiguity in commission terms is the single most litigated issue in affiliate marketing disputes.

4. Approved Promotional Methods

Specify which promotional channels are permitted (blog content, email newsletters, social media, paid search) and which are prohibited. Common prohibitions include: bidding on the merchant’s trademarked terms in paid search, using the merchant’s name in display URLs, sending unsolicited emails (CAN-SPAM compliance), and cookie stuffing or other fraudulent tracking practices. Without these guardrails, rogue affiliates can damage your brand and expose you to regulatory liability.

5. Intellectual Property License

Grant affiliates a limited, non-exclusive, revocable license to use your brand assets — logos, product images, approved ad copy — strictly for the purpose of promoting your program. Include a clause requiring affiliates to use only approved creative materials and to stop using all brand assets immediately upon termination. This is especially important for protecting your trademarks and maintaining brand consistency across all affiliate-generated content.

6. FTC Disclosure and Compliance Obligations

Under 16 C.F.R. Part 255 (the FTC Endorsement Guides), affiliates must clearly and conspicuously disclose their material connection to the merchant whenever they promote its products for compensation. Your affiliate agreement template should contractually require this disclosure and specify the exact language or placement that satisfies the requirement. A merchant can face FTC scrutiny if its affiliates consistently fail to disclose — and having a contractual disclosure obligation is a key part of a compliance defense.

7. Term, Termination, and Effects of Termination

Specify the initial term of the agreement (e.g., one year, automatically renewing) and the conditions under which either party may terminate — with or without cause, and with what notice period. Define what happens to pending commissions upon termination: are earned but unpaid commissions paid out at the next scheduled payment date, or forfeited? Address post-termination obligations: the affiliate must stop using the merchant’s brand assets, remove affiliate links, and delete any merchant-provided materials. These provisions prevent the most common post-termination disputes.

8. Representations and Warranties

Both parties should represent that they have the legal authority to enter into the agreement, that their promotional activities comply with applicable laws, and that their content does not infringe third-party intellectual property. The affiliate should warrant that it will not engage in fraudulent, deceptive, or misleading promotional practices.

9. Indemnification and Limitation of Liability

Include mutual indemnification provisions: the affiliate indemnifies the merchant for claims arising from the affiliate’s promotional activities (e.g., false advertising claims); the merchant indemnifies the affiliate for claims arising from the merchant’s products or services (e.g., product liability). Cap each party’s liability at the total commissions paid or payable in the prior 12 months. Exclude gross negligence, willful misconduct, and IP indemnification from the cap.

10. Confidentiality

If the affiliate will have access to non-public commission rates, conversion data, product roadmaps, or customer information, include a confidentiality clause requiring the affiliate to keep that information private during the term and for a defined period after termination. For a more comprehensive confidentiality arrangement, consider pairing the affiliate agreement with a standalone non-disclosure agreement (NDA).

11. Governing Law, Dispute Resolution, and Jurisdiction

Designate the state whose law governs the agreement and the forum (court or arbitration) where disputes will be resolved. If your affiliate network is international, consider adding a choice-of-law clause specifying U.S. law and an English-language requirement for all notices. Many merchants prefer binding arbitration (AAA or JAMS rules) over litigation for cost and confidentiality reasons — but be aware that class-action waivers in arbitration clauses are subject to ongoing legal scrutiny.

12. Entire Agreement and Amendments

Include a merger clause stating that the affiliate agreement (together with any referenced program terms) constitutes the entire agreement between the parties on the subject matter, superseding all prior negotiations. Specify that amendments must be in writing and signed by both parties — or, for large programs, that the merchant may update program terms with advance notice (commonly 30 days) posted to the affiliate portal.

Types of Affiliate Agreements

Not every affiliate relationship uses the same model. Your affiliate agreement template should reflect the specific commission structure your program uses:

• Pay-Per-Sale (PPS) / Cost-Per-Acquisition (CPA) — The affiliate earns a commission when a referred visitor completes a purchase. Most common for e-commerce and subscription businesses.
• Pay-Per-Lead (PPL) — The affiliate earns a flat fee when a referred visitor completes a qualifying action (fills out a form, starts a free trial, calls a sales line). Common in financial services, insurance, and legal services.
• Pay-Per-Click (PPC) — Less common today due to click fraud risk; the affiliate earns a fee for each click through to the merchant’s site, regardless of conversion.
• Revenue Share / Recurring Commission — The affiliate earns a percentage of recurring subscription revenue for as long as the referred customer remains active. Common in SaaS businesses.
• Hybrid Models — A combination of the above (e.g., a flat lead fee plus a revenue share on resulting sales). Requires careful drafting to avoid ambiguity about which trigger applies when.

Affiliate Agreement vs. Referral Agreement

Businesses often use the terms “affiliate agreement” and “referral agreement” interchangeably, but there is a meaningful legal distinction. A referral agreement typically covers a one-time or informal introduction — one party introduces a potential customer and receives a finder’s fee or referral bonus. An affiliate agreement is an ongoing, performance-based relationship involving formal tracking, promotional obligations, brand-use rights, and program compliance requirements. If your program involves tracking links, affiliate IDs, and recurring commission payments, you need a full affiliate agreement — not a simple referral letter.

Affiliate Agreement Compliance: FTC, CAN-SPAM, and State Law

Merchants running affiliate programs must account for several layers of legal compliance beyond the contract itself:

• FTC Endorsement Guides (16 C.F.R. Part 255) — Affiliates must disclose their paid relationship with the merchant clearly and conspicuously. The FTC has made clear that buried or technical disclosures do not satisfy the requirement. Your affiliate agreement should specify where and how disclosures must appear.
• CAN-SPAM Act — Affiliates sending promotional emails must comply with CAN-SPAM’s requirements: honest subject lines, a valid physical address, and a functioning opt-out mechanism. Your agreement should prohibit email promotion that violates CAN-SPAM and should make clear that the affiliate — not the merchant — is responsible for its own email compliance.
• State privacy laws (CCPA, VCDPA, etc.) — If affiliates collect or share personal data about California, Virginia, or other state residents as part of the referral process, data-sharing addenda or data processing agreements may be required under applicable state privacy statutes.
• State-specific affiliate nexus tax laws — Many states (including New York, California, and Illinois) have enacted laws that treat an affiliate’s in-state promotion as creating sales tax nexus for the merchant. Consult a tax advisor if your affiliate program operates across state lines.

Innovative Affiliate Agreement Resources

Beyond GO LAW, several platforms and resources can help you build, manage, and protect your affiliate program. Here are some of the leading legal-focused and affiliate-program tools worth exploring alongside your GO LAW affiliate agreement template:

• FlowSign — AI-powered document signing that makes executing your affiliate agreements fast and secure, with audit trails that hold up in any dispute.
• DoNotPay — AI-powered legal assistance that can help affiliates and small businesses understand contract terms, dispute unfair commission clawbacks, and navigate regulatory requirements.
• MeetNeptune — A legal subscription service that connects businesses to experienced attorneys for ongoing contract review, including affiliate program compliance audits.
• Impact.com — A leading affiliate and partnership management platform that provides built-in program terms, tracking infrastructure, and compliance tools for scaling affiliate programs.
• ShareASale — One of the largest affiliate networks in the U.S., with program management tools and template terms of service that complement a direct affiliate agreement.

Note: While these platforms offer useful tools, none substitute for personalized legal advice on complex affiliate program matters. For multi-jurisdictional programs, revenue-share disputes, or FTC compliance reviews, consulting with a licensed attorney is advisable.

Frequently Asked Questions: Affiliate Agreement Template

Additional Resources

• FTC — Endorsement Guides: What People Are Asking (Official FTC Guidance)
• FTC — 16 C.F.R. Part 255: Guides Concerning Use of Endorsements and Testimonials in Advertising
• American Bar Association — Business Law Section (Contract Drafting Resources)
• Nolo — Overview of Affiliate Marketing Agreements
• FTC — CAN-SPAM Act: A Compliance Guide for Business
• GO LAW — Non-Disclosure Agreement (NDA) Template — Pair your affiliate agreement with a strong NDA to protect confidential program data and commission terms.

Last Updated: June 2026