Is an undisclosed referral fee commercial bribery? Secret commissions explained

An undisclosed referral fee can be commercial bribery when someone who owes a duty to another party takes a payment without that party's knowledge and consent. State statutes and the agency rule against secret profits focus on secrecy, so SourceX partners disclose the reward before introducing.

Short answer: secrecy is the problem, not the reward

An undisclosed referral fee can amount to commercial bribery when someone who owes a duty to another party, such as an employee, agent or adviser, takes a payment without that party's knowledge and consent. A disclosed fee that the other party accepts is a different thing. Rules vary by state and by profession, so the fact pattern and the governing text decide.

This is general information, not legal, tax or financial advice. Read the statute that applies where you are and confirm with your own counsel before acting.

Commercial bribery laws and the agency rule against secret profits share one idea. If you are trusted to act for someone, you may not quietly collect a benefit from a third party for steering that person's decisions. Disclosure and consent are the safeguard.

What the rules look at

Several state laws and common-law agency principles address this area. Examples that lawyers commonly point to include New York Penal Law section 180.00, California Penal Code section 641.3 and the agency rule against secret profits in the Restatement (Third) of Agency section 8.02. Their wording, elements and penalties differ, and they change, so read the current text for your state rather than relying on this summary.

Element	Typical question	Why it matters for partners
Duty	Does the recipient act as an agent, employee, fiduciary or trusted adviser for the person being introduced?	A paid adviser who recommends a program has a duty to the client
Benefit	Is something of value offered or taken?	A reward share from SourceX is a benefit
Knowledge	Does the other party know about it?	Silence is where the risk sits
Consent	Did the principal agree after hearing the facts?	Consent after disclosure usually cures the secrecy problem, but not every professional rule treats it as enough
Influence	Did the benefit influence advice or a business decision?	The more your recommendation depends on the reward, the higher the risk

Where SourceX partners can run into this

Most partners do not hold a fiduciary duty to the company they introduce. Some do.

Advisers paid by the company: M&A advisors, consultants, fractional CFOs and brokers are trusted on decisions. A recommendation they get a reward for needs disclosure.
Employees introducing their employer's customers or vendors: introducing your employer's business contact for personal gain without your employer's knowledge can breach the employer's policy and agency duties.
Board members and officers: a reward connected to a company you help govern is a related-party matter.
Friends and peers with no duty: the risk is low, but disclosure is still good practice.

How disclosure works with SourceX

Partners disclose before introducing. The company hears three facts: who you are, that SourceX may pay you a reward from its own fee if the company licenses data and the buyer pays, and that the reward is not deducted from what the company receives. Nothing is binding until the company agrees price and terms and signs.

Thinking about disclosure by analogy to advertising rules can help. The FTC's endorsement guides in 16 CFR Part 255 address when a connection between an endorser and a marketer must be disclosed. They govern endorsements to consumers, not business introductions, so use them as an illustration of the disclosure principle, not as the rule for partners.

A five-step disclosure habit

Identify any duty you owe the person you are introducing: employer, client, fiduciary or board role.
Check the rule for your profession. The pages on tax preparers, fee-only planners and Washington CPAs show how stricter professional rules sit on top of general law.
Tell the other party in writing before the introduction.
Ask for acknowledgement, in an email reply or a signed note.
Keep the record. If your employer or professional body requires approval, get it first.

Disclosure wording to adapt

Banks, insurers and other special cases

Some industries layer statutes on top of general commercial bribery law. The page on the Bank Bribery Act and bankers is one example. A written referral arrangement can also help show what was agreed; see what a referral fee agreement is.

How rewards work

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company. The reward is payable only after the buyer pays and SourceX receives its fee. No reward is guaranteed, and the reward is never deducted from what the company receives. The program terms set out the details.

When not to introduce

Hold off if you cannot disclose the reward, if your employer would object, or if the company is below the baseline of 50+ full-time employees at peak (contractors excluded). The company fit checker is a preliminary, non-binding screen.

Next step

Disclose first, then register as a partner. Companies can also apply directly at sourcex.si/apply.

Step 1Share your linkSend your personal link to a company you know.
Step 2Company appliesThe company applies itself at /apply.
Step 3Buyer selects and paysThe buyer selects and pays for the data and SourceX receives its fee.
Step 4You get your rewardYour share of SourceX fees becomes payable.

Common questions

Is every referral fee a bribe if the company is not told?

No. Many referral arrangements are lawful, and commercial bribery statutes usually require a duty owed to someone, a benefit and a lack of knowledge or consent. Still, silence is the feature that turns a referral fee into a problem. The safest practice is to disclose in writing before the introduction.

Does disclosure always fix the problem?

Not always. Disclosure and consent usually address the secret-profit concern, but a profession may still limit or prohibit the fee, as with some CPA, lawyer and banker rules. Disclosure to the company does not replace approval your employer or professional body requires. Check each layer.

What counts as a duty to the company?

An employee, agent, board member, attorney, accountant or paid adviser generally owes duties to the party they serve. A friend or peer with no role usually does not. If you are unsure whether your relationship creates a duty, ask counsel and disclose anyway.

Should the disclosure include the reward amount?

Describe how the reward works, a share of SourceX's collected fee paid only after the buyer pays. You do not need to state a figure to be transparent, and the program terms govern the specifics. If the company or your employer asks for more, answer from the published terms.

Can my employer object even if the law allows it?

Yes. Employment agreements, codes of conduct and conflict policies often forbid outside payments connected to customers and vendors, and breaching them can be a firing offense regardless of any statute. Read your policy and ask for written permission before introducing anyone.

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By SourceX Partnerships Team · Published 2026-10-09 · Updated 2026-10-09

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