Affiliate Purchase Agreement Template

In plain language: Identifies the merchant and affiliate by their full legal entity names, states the purpose of the agreement, and defines all key terms used throughout the document.

Common mistake: Using trade names or brand names instead of registered legal entity names — if a dispute arises, enforcing the agreement against the correct legal entity becomes significantly harder.

In plain language: Formally appoints the affiliate in a defined role (non-exclusive referral partner, reseller, or exclusive territory agent) and specifies which products or services are covered.

Common mistake: Failing to specify whether the appointment is exclusive or non-exclusive. Ambiguity here creates disputes when the merchant later signs additional affiliates in the same market.

In plain language: Sets the commission rate or fee, the revenue base on which it is calculated (gross, net, or a fixed amount per unit), and what constitutes a qualifying purchase.

Common mistake: Defining commission on gross revenue without accounting for refunds or chargebacks — this creates a liability where the merchant pays commissions on revenue that is later reversed.

In plain language: Describes how sales are attributed to the affiliate — tracking links, coupon codes, or pixel-based attribution — and states the cookie duration or attribution window.

Common mistake: Not specifying the attribution model when multiple affiliates influence the same sale — leaving attribution ambiguous causes commission disputes and affiliate relationship breakdowns.

In plain language: States how frequently commissions are paid, the minimum balance required for a payment to be issued, the payment method, and the currency.

Common mistake: Setting no minimum payout threshold — this forces the merchant to process dozens of micro-payments monthly, increasing transaction costs and administrative burden.

In plain language: Grants the affiliate a limited license to use the merchant's brand assets and specifies what promotional activities are permitted, restricted, or prohibited — including paid search, email, and social media.

Common mistake: Omitting a prohibition on branded keyword bidding in paid search — affiliates who bid on the merchant's own brand name drive up the merchant's own ad costs and cannibalize organic traffic.

In plain language: Confirms that all IP rights in the merchant's brand, products, and promotional materials remain with the merchant and that no ownership transfers to the affiliate.

Common mistake: No IP clause at all — without it, an affiliate who creates co-branded content may claim a joint-authorship interest in promotional materials that include both parties' assets.

In plain language: Requires both parties to protect non-public information — commission rates, customer data, product roadmaps — disclosed during the relationship.

Common mistake: Treating the commission rate as non-confidential — affiliates who share rate information with competitors can undermine the merchant's negotiating leverage with other partners.

In plain language: Sets the initial contract duration, auto-renewal conditions, the notice required to terminate without cause, and what happens to pending commissions on termination.

Common mistake: Not specifying what happens to commissions in the pipeline at termination — affiliates typically demand payment for sales already in progress; merchants often try to avoid paying on post-termination conversions from pre-termination referrals.

In plain language: Requires the affiliate to comply with applicable law — including FTC disclosure rules, anti-spam statutes, and data privacy regulations — and states which jurisdiction's law governs the agreement.

Common mistake: Omitting an FTC compliance requirement — if an affiliate fails to disclose the commission relationship and regulators investigate, the merchant can face joint liability for misleading endorsements.

An affiliate purchase agreement is a legally binding contract between a merchant and an affiliate partner that defines the terms under which the affiliate promotes the merchant's products or services in exchange for a commission on completed sales. It governs commission rates, tracking and attribution, payment schedules, approved marketing practices, IP usage, confidentiality, and termination. It differs from a simple referral agreement in that it is specifically tied to completed purchase transactions rather than leads or inquiries.

You need one before an affiliate publishes any promotional content, shares any tracking links, or earns any commission. Operating an affiliate program without a written agreement leaves commission rates, payment timing, brand usage rights, and compliance obligations entirely undefined — creating disputes that are expensive to resolve and nearly impossible to win without documented terms.

An affiliate agreement compensates a partner with a commission on sales they refer or facilitate — the merchant remains the seller of record, handles fulfillment, and collects payment from the end customer. A reseller agreement authorizes a partner to purchase products at a wholesale price and resell them at a margin — the reseller takes title to the goods and assumes inventory and customer relationship risk. If your partner never holds inventory or handles customer payments, an affiliate agreement is the correct document.

Commission rates are typically expressed as a percentage of net revenue per qualifying purchase and range from 5% to 30% depending on the industry, product margin, and affiliate's influence. Tiered structures — where the rate increases after the affiliate exceeds a monthly sales threshold — are common for high-volume programs. Fixed-fee-per-unit structures are standard for software subscriptions or standardized products with predictable margins. Define net revenue clearly and include a clawback for commissions on refunded transactions.

Yes. In the US, the FTC Endorsement Guidelines (16 C.F.R. Part 255) require affiliates to clearly and conspicuously disclose their material connection to the merchant in all promotional content. The agreement should explicitly require the affiliate to make these disclosures and indemnify the merchant for any regulatory action resulting from the affiliate's failure to comply. Similar disclosure requirements exist in Canada (ASC guidelines), the UK (ASA CAP Code), and across the EU under the Consumer Rights Directive.

A standard form agreement works for most partners, but you will typically need to customize the commission rate, territory, exclusivity terms, and approved channels for each relationship. A well-drafted template with exhibit schedules for partner-specific terms lets you maintain consistent legal protections across the program while varying the commercial terms per affiliate. Executive or high-volume affiliates with significant negotiating leverage will often push for material modifications, which warrants a legal review before countersigning.

This depends entirely on what the agreement says, which is why explicit post-termination commission terms are critical. Most agreements provide that the merchant will pay commissions on qualifying purchases completed before the termination date, within a defined payment window (typically 30–60 days after termination). Sales that result from referral links clicked before termination but completed after are the most disputed category — address them explicitly by defining a post-termination attribution window.

A well-drafted agreement with a clear governing law clause is generally enforceable in the jurisdiction it names, but local law may impose additional requirements or override certain terms. In the EU, consumer protection and data privacy laws (GDPR) apply regardless of the agreement's governing law when EU residents are involved. In Canada, provincial consumer protection statutes may limit certain commission structures. Merchants running international affiliate programs should consider having the agreement reviewed by counsel in each primary operating jurisdiction.

Cookie stuffing is a fraudulent affiliate tactic where an affiliate places tracking cookies on a user's browser without the user clicking a referral link — effectively claiming commission credit for purchases the affiliate had no role in driving. It is illegal in many jurisdictions under computer fraud statutes and violates FTC guidelines. The affiliate agreement should explicitly prohibit cookie stuffing, domain spoofing, false advertising, and other fraudulent attribution tactics, with immediate termination for cause as the remedy.