REFERRAL INCENTIVE AGREEMENT
This Referral Incentive Agreement (“Agreement”) is entered into between Carson Tax Advisors, LLC, a Minnesota limited liability company (“CTA”), and the undersigned individual (“Referrer”). This Agreement governs a single referral under CTA’s 25/25 Referral Program.
1. Program Overview
CTA offers a one-time referral incentive for individuals who introduce a qualified new client for tax strategy services. This program is designed for personal introductions by individuals — friends, family members, and personal contacts — rather than for professionals referring clients through the ordinary course of business. Professionals engaged in a recurring referral relationship should refer to CTA’s Strategic Partner Agreement.
Participation is voluntary and subject to the terms below. CTA reserves the right to modify or discontinue this program at any time prospectively upon written notice, without affecting incentives already earned.
2. Qualified Referral
A referral qualifies for an incentive only if all of the following conditions are met:
The referred individual or entity is not an existing CTA client at the time of referral;
The referred party has not engaged in substantive discussions with CTA within the prior six (6) months;
The referral is submitted to CTA prior to the referred party’s engagement with CTA;
The referred party executes CTA’s then-current client Master Services Agreement;
The referred party implements one or more Major Strategies as determined by CTA in its sole professional discretion;
CTA collects the associated Implementation Fee in full or, for installment arrangements, as payments are received;
CTA determines, in its sole discretion, that Referrer’s introduction materially contributed to the engagement.
If multiple individuals claim credit for the same referral, CTA shall determine eligibility in its sole discretion and may split the incentive among claimants. CTA’s determination is final absent manifest error.
3. Referral Incentive — The 25/25 Program
Upon qualification, Referrer shall receive:
Twenty-five percent (25%) of the Implementation Fee actually collected by CTA from the referred client, capped at Twenty-Five Thousand Dollars ($25,000) per qualified referral.
The Implementation Fee is the fee CTA charges the referred client — calculated as a percentage of the client’s Estimated Net Tax Savings — upon implementation of a Major Strategy. Referrer’s incentive is calculated on the Implementation Fee collected, not on the tax savings amount directly.
The following are expressly excluded from the incentive calculation:
Subscription Retainer fees;
Tax preparation fees;
Ancillary service fees;
Any fees that are refunded, reversed, credited, or written off.
This is a one-time incentive per qualified referral. No recurring payments, revenue share, or ongoing compensation of any kind is owed to Referrer after the single incentive payment is made.
4. Payment
CTA will pay the referral incentive within sixty (60) days following: (a) CTA’s confirmation that all qualification conditions in Section 2 are satisfied; and (b) CTA’s collection of the associated Implementation Fee. Payment is made by ACH or check to the account or address Referrer provides.
If the Implementation Fee is collected in installments, the referral incentive shall be calculated and paid on amounts actually received, up to the $25,000 cap, as each installment is collected. No incentive is paid on amounts not yet received.
5. Clawback
If CTA refunds, reverses, credits, or writes off all or any portion of an Implementation Fee after Referrer has been paid the corresponding incentive, CTA shall be entitled to recover the overpaid amount. CTA may recover by: (a) requesting repayment from Referrer within thirty (30) days written notice; or (b) offsetting against any future amounts owed to Referrer under this or any other CTA agreement.
Referrer agrees that this clawback right is a reasonable and material protection for CTA and is not subject to dispute except in cases of manifest arithmetic error.
6. Tax Reporting
If referral incentives paid to Referrer exceed $600 in a calendar year, Referrer must provide a completed and accurate Form W-9 prior to payment. CTA will issue Form 1099-NEC as required by applicable law. Referrer is solely responsible for all federal, state, and local tax obligations arising from incentive payments received.
7. Limitation to Tax Advisory Services & Referrer Certification
This program applies solely to tax advisory services provided by Carson Tax Advisors, LLC. No incentive is paid for, and shall not be construed as compensation for, any securities solicitation, investment advisory service, portfolio management, capital raising, or any activity involving securities or investment products.
By signing this Agreement, Referrer certifies that:
Referrer is not a registered broker-dealer, registered representative, investment adviser, or investment adviser representative;
Referrer is not making this referral in the course of any licensed professional activity requiring disclosure or approval;
Referrer is not authorized to offer investment advice, solicit securities, or represent CTA in any capacity;
If Referrer holds any securities license or investment advisory registration, Referrer has obtained all required internal compliance approvals and made all required disclosures prior to participating.
CTA makes no representation regarding the regulatory permissibility of this arrangement for any licensed professional. CTA shall have no liability for Referrer’s failure to obtain required approvals or make required disclosures.
8. No Agency Relationship
Referrer is not an employee, agent, partner, or representative of CTA. Referrer has no authority to bind CTA, make representations on CTA’s behalf, or commit CTA to any engagement, pricing, or outcome. CTA retains sole professional discretion over all client engagements, strategy design, pricing, and implementation.
9. Limitation of Liability
CTA’s total liability to Referrer under this Agreement shall not exceed the total referral incentive actually paid to Referrer. CTA shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement or the referral program. Referrer assumes all risk associated with participation.
10. Governing Law & Company Continuity
This Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-law principles. Upon CTA’s relocation and re-domicile to Tennessee, this Agreement shall transition to Tennessee law for matters arising after that date, without requiring re-execution. In the event CTA changes its state of organization, converts its entity form, or redomiciles while remaining under substantially the same ownership and management, this Agreement shall remain in full force and automatically bind the successor entity. CTA will provide written notice of any such change within thirty (30) days.
11. Dispute Resolution
The parties prefer to resolve any disagreement quickly and informally. If a dispute arises, either party should first reach out directly to discuss and attempt resolution in good faith. For any dispute involving the calculation of a referral incentive, CTA will provide, upon written request, relevant invoices and collection records for the referred client so both parties can review the math together.
If the dispute cannot be resolved informally within thirty (30) days of written notice, claims under $10,000 may be brought in Minnesota small claims court (or Tennessee small claims court following CTA’s relocation). All other disputes shall be resolved through binding arbitration under AAA rules, seated in the then-governing state. The prevailing party is entitled to reasonable attorneys’ fees and costs.
12. Electronic Consent & Certification
By signing below, Referrer: (a) agrees to be bound by this Agreement; (b) certifies the accuracy of all information provided; (c) makes the certifications in Section 7; (d) authorizes CTA to make payment via ACH to the account Referrer provides; (e) agrees to provide Form W-9 upon request; and (f) consents to electronic records pursuant to the U.S. E-SIGN Act.
This electronic signature is legally binding and enforceable.