· Vishnu Prithiv, founder of Vivin Sales · facts checked · 6 min read
Revenue-share partnership: contract terms to review
Before you sign a revenue-share partnership, review the fee base, attribution, window, exclusions, refunds, fixed fees, data ownership and exit.
Short answer: before you sign a revenue-share partnership, review eight terms: the fee rate, attribution, the window, exclusions, refund and unpaid-invoice adjustments, any fixed monthly fee, data and list ownership, and exit. A term you cannot find in writing is one you will argue about later.
Vivin Sales charges 5% to 20% of attributed contract value plus USD $497 per month. The rate is agreed per client, 20% is the ceiling, and the client closes the deal. Every fee is listed in your written quote before you sign.
Which terms matter most in a revenue-share contract?
Eight terms do most of the work. The table sets out each term and the question to put to the other side. Ask for each answer in the draft, not in conversation. Read the whole draft against the table once, then ask the other side to mark each row with the clause number that answers it. Rows with no clause show where the draft is silent, and silence is where disputes start.
| Term | Question to ask |
|---|---|
| Fee rate | What percentage, and is it fixed or variable? |
| Fee base | First term, total value or collected revenue? |
| Attribution | What counts as an introduction? |
| Window | How long after introduction does a deal count? |
| Exclusions | Which customers and open deals are out? |
| Adjustments | How do refunds, cancellations and unpaid invoices change the fee? |
| Fixed fees | Is there a monthly or setup charge? |
| Exit | What notice, and what happens to open deals? |
What is the fee base, and how are refunds treated?
The fee base is the amount the percentage applies to. It could be the first contract term, the total committed value or the revenue you actually collect. Each gives a different invoice for the same deal. Say also how the fee changes when a customer cancels, is refunded or fails to pay. A clause that charges on signature and never adjusts leaves you paying on revenue you did not receive. A clause that pays only on cash received protects you but may shift timing risk to the partner, so expect it to be discussed.
At Vivin the fee base, invoice timing, collection handling, renewals, expansions and duration are fixed in writing before launch. Read the lead agreement, section 4, for the attribution rules.
How should attribution and the window be written?
Attribution should rest on records: a logged meeting, a forwarded reply or a booked call. The window should be set from your sales cycle and no longer. Our guide to how pay per close attributes a closed deal goes through introduction, window, contract value, renewals and exclusions. For long cycles, see pay per close and six-to-twelve-month sales cycles.
Name one person on each side to review the list of attributed deals every month, and give each side a short period to challenge a line. Keep the review short and factual: buyer, date of first meeting, stage, expected value and status of paperwork. A standing review is far cheaper than a year-end reconciliation.
Does the fixed monthly fee belong in a revenue-share deal?
It can, if it pays for something real. Vivin’s USD $497 per month covers domains, inboxes and sending infrastructure, and the reason is explained in why pay per close often includes a monthly fee. Ask what each fixed fee covers, whether it is in the written quote and what happens to it when the campaign pauses. Every fee is listed in your written quote before you sign.
Who owns the data, lists and domains?
Ask before you sign. Access, ownership and handover of domains, inboxes and lists should be confirmed in the written scope, with shared infrastructure and client-dedicated assets identified separately. Under Vivin’s lead agreement the client owns the delivered records. Without a clear answer, leaving the partnership can mean leaving the contacts behind. Ask also how records are exported, in what format and how soon after you request them.
What exit and dispute terms should you expect?
Look for notice, treatment of open deals and a process for disputes. Either party may end a Vivin campaign on 14 days written notice, and a delivered lead or appointment can be disputed within 5 business days. For pay per close, post-program attribution is stated in the signed agreement. Add a named contact and a short, written process for disagreements.
Sector rules matter too. Pay per close is offered only where fee sharing is lawful for the buyer, and regulated professions are handled differently, so have your own counsel or compliance team review the agreement. This guide is not legal advice.
See the pay per close hub, a sector example in pay per close for staffing agencies, the pay per close agency comparison and the pay per close campaign planner.
Frequently asked questions
Is a revenue-share partnership the same as pay per close?
They are similar. Both pay a share of contract value when a deal closes. Check the fee base, the window and any fixed fees, which differ by provider.
Should the percentage apply to renewals?
Only if the contract says so, and for how long. Decide in advance whether renewals and expansions count.
What if I disagree with an attributed deal?
Use the records. A CRM source field, the first meeting date and the email thread settle most disputes. Challenge the line within the review period.
Can I get the contract reviewed before signing?
Yes, and you should. Have your own counsel or compliance team review fee sharing, attribution and exit terms.
