What an introducer agreement is
An introducer agreement is a contract that defines the relationship between an introducer and the party benefiting from the introduction. It sets out what counts as a qualifying introduction, how and when the fee is calculated, what the introducer must do to earn it, and what happens if the deal completes without the introducer's continued involvement.
It is distinct from a non-circumvention agreement, though the two often sit together. The non-circumvention agreement says the parties must not go around the introducer; the introducer agreement says what the introducer is owed if they do not. In practice, many intermediaries combine the fee terms, the non-circumvention obligations, and the confidentiality provisions into a single document or a set of documents signed at the same time.
How fees are typically structured
Introducer fees take several common forms, and the agreement should be explicit about which applies. The structure affects how easy the fee is to calculate, how easy it is to dispute, and how it behaves if the deal changes shape.
- Success fee
- A fixed amount or percentage of the deal value, payable only if a transaction completes. The most common structure for M&A, property, and capital introductions.
- Retainer plus success fee
- A smaller regular payment during the engagement, with a larger success fee on completion. Common where the introducer provides ongoing work, not just a single introduction.
- Tiered or sliding scale
- A percentage that varies with deal size — for example, a higher percentage below a threshold and a lower one above it. Used to align incentives on larger deals.
- Flat introduction fee
- A fixed amount per qualified introduction, regardless of whether a deal completes. Less common, and usually only where the introduction itself is the deliverable.
What the agreement should cover
A well-drafted introducer agreement addresses more than the fee percentage. The following elements are the ones most likely to cause a dispute if they are vague or missing.
- Qualifying introduction
- A clear definition of what counts as an introduction you introduced — typically naming the party or describing them specifically enough to be identifiable.
- Fee calculation
- The exact basis: percentage of what (enterprise value, equity value, total consideration), with worked examples if the structure is anything other than a flat percentage.
- Payment trigger
- When the fee is due — on completion, on exchange, on first payment — and how many days after the trigger the payment must be made.
- Tail period
- How long the fee protection runs after the agreement ends. If the principal deals with the introduced party twelve months later, is the fee still owed?
- Carve-outs
- Any situations where the fee does not apply — for example, if the party was already known to the principal through a separate channel before the introduction.
How introducers get cut out
The fee terms in the agreement are only useful if you can prove the introduction happened, and if the parties have not already gone around you by the time you invoke them. In practice, introducers lose commissions through a small number of repeated patterns.
The most common is the quiet exchange of contact details during the introduction. The buyer and seller are put in a group chat or an email thread, they see each other's telephone numbers and email addresses, and they take the relationship private. When the deal completes, the introducer is told the parties found each other independently, and the fee is disputed because there is no evidence the introduction led to the transaction.
The second is the delayed completion. The deal does not close within the tail period, the parties wait it out, and then complete just after the fee protection expires. A longer tail helps, but it must be reasonable to be enforceable.
The third is the restructuring. The deal completes through a different entity, or at a lower headline value with side payments, so that the fee calculation produces a smaller number than the introducer expected. A tightly defined fee basis, tied to the substance of the transaction rather than the label, is the protection here.
The agreement and the environment
An introducer agreement defines your right to the fee. It does not, by itself, preserve the evidence that the introduction happened, or stop the contact details leaking that make circumvention possible in the first place. The strongest position combines a clear agreement with an introduction environment that records who was introduced, when, and through whom — and that does not expose the personal contact details the parties would need to go around you.
DealRoom is built for this combination. Every introduction is made inside a room the introducer creates and administers. The participants communicate under aliases, not personal telephone numbers. There is no private messaging between parties. And the agreements — the NCNDA, the introducer terms — are signed inside the room before access is granted, so the protection is in place before the introduction has value, and the record of who was in the room, and when, is preserved for the life of the transaction.