A conflict of interest policy template for consultants who may earn referral fees

When a consulting firm needs this policy

You need a written referral compensation policy the first time anyone at the firm could be paid by a third party for introducing a client. That covers software alliance programs, implementation partner schemes and data licensing programs such as SourceX, where the referring partner earns a share of SourceX's fee if a referred company licenses its data and the deal is paid.

Without a policy, the person who stands to benefit makes the call, usually late in an engagement and without the client in the room. A short policy settles three things in advance: who approves, what the client is told, and what the firm keeps on file.

The gap usually shows up at one of these moments:

• A vendor invites the firm into an alliance or referral program with a commission schedule.
• A consultant asks to register for a referral program in their own name.
• A client's procurement questionnaire asks whether the firm receives third-party compensation.
• An engagement letter or master services agreement is up for renewal.
• A senior hire arrives with referral relationships from a previous firm.

The policy template

Copy the sections below into your firm's policy format. Replace every {placeholder}, delete clauses that do not apply, and have your own counsel review the result before the partners adopt it.

Section 1: purpose and scope

Section 2: approval before any arrangement

Section 3: client disclosure and consent

Section 4: client information

Section 5: register, payments and retention

Section 6: annual disclosure form

The signed annual statement also serves as the conflict of interest disclosure form that client procurement teams often ask to see.

How to adapt each clause

Most firms only need to change a handful of defaults. Decide these before circulating the draft.

When to review and re-confirm

A policy that nobody revisits drifts. Tie each control to a date or event your firm already tracks.

What the policy must never permit

Write these out as prohibitions, not guidance:

• Passing client documents, exports, screenshots, data samples or system access to any referral program.
• Promising a client any payment, price or outcome from a third party's process.
• Putting typed reward amounts or projected referral income in client emails; describe the method and point to the program's published terms instead.
• Letting compensation shape advice on whether to license, sell or buy.
• Registering for a program in a personal name to sidestep firm approval.
• Introducing a company whose records belong to someone else, such as its own clients, without confirming it holds the rights.

How a SourceX introduction fits this policy

The facts your approver needs under clause 2.2 are published. 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, and rewards become payable only after the buyer pays and SourceX receives its fee. A lead, meeting or signed agreement alone triggers nothing, and no reward is guaranteed. Because the reward is a share of SourceX's fee, it never reduces what the company receives, which is the answer clause 3.3 asks for.

Clause 4 matches how the program runs. The partner makes the introduction and gives basic fit facts; the company works with SourceX directly on its data inventory, rights review, redaction rules and contract. Companies that fit are US businesses with 50+ full-time employees at peak (contractors excluded), several years of documented operations, the right to license their records and an authorized sponsor. A consultant can sanity-check that with the company fit checker, a preliminary and non-binding screen, before asking the client for consent. The program terms cover attribution and payment.

For clause 3.2, use the steps in how to document client consent before an introduction. Employees asking whether they can take part should read referral rewards when your employer is an advisory firm. Planners have their own CFP Board standards on conflicts and referral compensation, family office staff face separate policy questions, and implementation firms can see how introductions arise in practice in referral opportunities for ERP consultants.

For CPA-licensed staff, clause 2.3 matters most. ET 1.520 of the AICPA Code of Professional Conduct bars a member in public practice from accepting a commission for recommending a product or service to a client when the member or firm also performs an audit, review, certain compilations or an examination of prospective financial information for that client, and permitted commissions and referral fees must be disclosed. State boards can be stricter; the New Jersey Society of CPAs' overview of commissions and contingent fees shows one state departing from the AICPA Code. This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

Next step

Adopt the policy, approve the program under clause 2, then register as a partner in the name your approver signs off. If a client wants to check eligibility on its own, it can apply at sourcex.si/apply through your referral link.