# Incentive disclosure without independence claims | SourceX

Canonical: https://refer.sourcex.si/guides/how-to-disclose-an-incentive-without-implying-the-advice-is-independent
Last updated: 2026-11-05

Disclose the incentive in the same breath as the suggestion, and remove every word that tells the reader your view is free of it: independent, objective, unbiased, neutral, no stake, purely in your interest. A disclosure placed beside one of those words contradicts itself. Use a short role statement instead, saying what you are (someone SourceX may pay if a deal completes) and what you are not (SourceX's agent, or the company's reviewer of the deal unless engaged), and let the CEO weigh your suggestion knowing both.

This page is for lawyers, accountants, consultants, regulated advisers and the alliance managers who write for them. It covers wording only. Whether you may be paid at all, and what disclosure your rules require, is for your own ethics counsel, professional body or employer; nothing here is legal or professional-conduct advice.

## Who is speaking, and what the reader hears

The activity is one message to a company's CEO suggesting a conversation with SourceX, from someone who may receive a SourceX reward. The trouble is that "independent" means more to some readers than the writer intends.

- **From a lawyer.** Model Rule 2.1 asks a lawyer representing a client to "exercise independent professional judgment and render candid advice." When a lawyer calls a suggestion independent, a client can hear a statement that the lawyer's judgment is untouched. Whether a possible reward touches it is a question for ethics counsel, and the word should wait for the answer.
- **From an accountant.** The AICPA's Plain English Guide to Independence says: "Any member of the AICPA must be independent both in fact (that is, of mind) and in appearance when providing services to entities for which independence is required." For a CPA, the word carries a defined standard, and a client who knows that may read it as a claim about the firm's position.
- **From anyone in the program.** Section 7.1 of the sample Channel Partner Agreement says: "The Parties are independent contractors. Partner is not an agent of SourceX and may not commit SourceX to prices, licenses, payouts or other obligations." So you are independent of SourceX in the contract sense. That is a different claim from advice independent of the reward, and the first is easily heard as the second.

## Why a correct disclosure can still mislead

A disclosure can be accurate word for word and still leave the wrong impression, because the sentences around it do the work. Four patterns turn up again and again:

1. **The cancelling adjective.** "As an independent adviser, I should mention SourceX may pay me." The second clause discloses; the first tells the reader to disregard it.
2. **The late disclosure.** The suggestion comes in paragraph one and the incentive in a footer or a postscript. The CEO has formed a view before learning that you have an interest.
3. **The unverifiable denial.** "This doesn't influence me at all." Nobody can check it, and it draws attention to the influence it denies.
4. **The implied survey.** "This is the best route for your data." The phrase suggests you compared alternatives on the client's behalf, which an introducer usually has not done.

What the reader needs instead is the plain structure of your interest. Section 5 of the terms says "a lead, meeting or signed agreement alone does not earn a payable reward," so any reward depends on the company licensing and its data being accepted. That contingency is the fact the CEO should weigh, and no adjective should blur it.

## The independence language review sheet

Read your draft for these words and phrases. For each, ask what the reader takes from it, whether that is still true once a reward is possible, and what replaces it.

| Word or phrase | What the reader takes from it | True once a reward is possible? | Replace with | Escalate when |
|---|---|---|---|---|
| "Independent advice" | Your view is free of outside interest | No | "SourceX may pay me if a deal completes; weigh my suggestion with that in mind." | Your profession uses the word as a defined standard |
| "Objective" or "unbiased" | You have no lean either way | No | "I would be paid only if you license and the data is accepted." | Never needed; the replacement says it |
| "Neutral third party" | You sit between the sides with nothing to gain | No | "I don't act for SourceX and can't commit it to anything, and it may pay me." | You also act for the company in this decision |
| "I have no stake in what you decide" | You gain nothing either way | No | The contingency sentence above | Never needed |
| "I'd recommend this anyway" | The reward did not shape the suggestion | Cannot be checked | "Here is what I know, what I don't, and who decides the rest." | You are engaged to advise on this decision |
| "The best option for your data" | You compared the alternatives | Only if you did, under an engagement | Name what you compared, or delete | Always, if you are engaged |
| "As your adviser, I recommend" | This is advice inside your engagement | It may be, and then the reward sits inside that advice | Ask your counsel before writing it | Always |
| "I'm independent of SourceX" | You have no relationship with SourceX | Half true | "I'm not SourceX's agent, but I'm a partner in its referral program." | Never needed; say both halves |

Three placement rules go with the sheet. The disclosure comes before the suggestion or in the same sentence, never after it. It uses plain words rather than a label. And if the first conversation is spoken, the same words follow in writing.

## A role statement that carries the disclosure

Three parts, in this order: what you are, what you may receive and when, and what you are not. An Illustrative version, for a partner whose own rules allow a reward:

> I'm a partner in SourceX's referral program. If your company licenses data through SourceX and that data is accepted, SourceX may pay me a reward; SourceX pays it separately, and it would not reduce what your company receives. I don't act for SourceX, I can't commit it to anything, and I haven't assessed whether licensing suits your company. That is for you, SourceX's own review and your counsel.

Every clause traces to a published source. The separate-payment clause rests on section 4 of the terms: "The referral reward is paid separately by SourceX and is never deducted from the supplier's agreed compensation." The agent clause rests on section 7.1 of the sample agreement. If a reward is paid, it is the greater of $50,000 plus 5% and 15% of Actual Supplier Payout, with no cap, with the USD 50,000 floor applying once, to the company's first qualifying transaction, and further qualifying transactions agreed within 12 months paying 15%; if the CEO asks how it works, point to the [program terms](/terms) rather than estimating an amount.

If your rules leave you unpaid, the second clause changes, and only once it is settled. The published terms do not cover a partner declining a reward, so until SourceX has answered in writing, say that the question is open rather than that you have waived anything.

The money side of the same message, kept in its own column, is covered in [the client benefit and referral incentive guide](/guides/the-difference-between-a-client-benefit-and-a-referral-incentive). A full written client disclosure for finance advisers is in [the reviewed disclosure draft](/guides/the-client-disclosure-a-finance-advisor-should-review-before-referring), and public posts follow [the FTC disclosure examples](/resources/ftc-disclosure-examples-referral).

## Confidentiality, conflict and compensation behind the words

Wording sits on top of three earlier answers, and no sentence substitutes for any of them.

- **Conflict.** If you are already engaged to advise the company on its data, its contracts or a transaction, a reward from the other side of a possible deal sits inside that advice. Words cannot fix that; your counsel decides whether you take part at all. CPAs can start with their own ethics adviser.
- **Confidentiality.** The role statement contains nothing you learned in an engagement. It describes you and SourceX's published terms, not the company.
- **Compensation.** Your adviser has said whether you may be paid and who the payee is. The sample agreement allows an individual or an entity to sign as the partner, and how a firm's partner account relates to its people's own accounts is something SourceX decides, because the published terms are silent on it.

## Three messages, three endings (Illustrative)

Illustrative. The writers and companies are invented; the endings show how wording choices play out, not what SourceX would decide.

**A referral.** A management consultant's draft to the CEO of a 230-person field-services company opens "As an independent adviser, I think this is a strong fit." The sheet flags "independent adviser" and "strong fit." The rewrite leads with the three-part role statement and replaces the fit claim with "Whether the company fits is for SourceX to judge in its review." The CEO asks for a call, and the consultant, who signed the Channel Partner Agreement beforehand, submits the introduction.

**An unpaid introduction.** A CPA firm prepares the tax returns of a 150-person regional distributor and does no attest work for it. The firm's ethics partner decides the firm will take no reward and that the word independent will not appear in any client message about SourceX. The partner tells the CEO how to apply, and the company applies on its own with no partner named.

**No part.** A fractional general counsel runs a 300-person software company's vendor and data-sharing reviews. Ethics counsel concludes she should not take part while engaged, because any SourceX contract would cross her desk. She sends nothing and notes the decision in her own file.

## Where wording stops helping

- **It cannot cure a conflict.** The sheet removes misleading signals; it does not make a reward permissible.
- **Professions differ.** Some readers hear "independent" as a technical standard and some as everyday speech. Your adviser knows which applies to you.
- **No evidence yet.** Nobody has published how CEOs read these phrases. A survey design that randomizes disclosure wording is set out in [the professional network trust barometer](/guides/the-professional-network-trust-barometer-for-ai-data-referrals), with no results fielded.
- **Letters need more.** A role statement starts a conversation. For a signed client letter, have your counsel or ethics adviser review the wording.

## Next step

> **Refer a company. No cap on rewards.** Default reward on a company's first qualifying transaction: the greater of $50,000 plus 5% and 15% of Actual Supplier Payout, with no cap; further qualifying transactions first agreed within 12 months of the first Closing pay 15%. Eligibility and payment conditions apply, including the USD 100,000 Minimum Transaction, and a signed Schedule A or addendum can differ. A lead, meeting or signature alone does not trigger payment.

When your draft passes the review sheet and your adviser has approved the role statement, [register](/register), see whether the company meets the published fit facts on [who qualifies](/who-qualifies), and check each clause of your disclosure against the [terms](/terms); related professional guides are collected in the [guides hub](/guides).

## Sources

- https://refer.sourcex.si/terms
- https://sourcex.si/documents/partner/SourceX_Channel_Partner_Agreement_Sample.pdf
- https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/mrpc_2_1.pdf
- https://pub.aicpa.org/codeofconduct/ethicsresources/Plain_English_Guide_to_Independence.pdf