Most IBs read an IB agreement the way most people read a phone contract: they scroll to the commission table, check the number, and sign. That's a mistake. The commission rate is the least risky part of the document. The clauses that actually determine whether the partnership works for you — or quietly drains your business two years in — are the ones about termination, clawback, client ownership, and liability. None of those show up in the marketing pitch.
This is a clause-by-clause reading guide, not a legal opinion. Every broker's paper is different, and you should still have a lawyer review anything material before you sign. What follows is what to look for, why it matters, and what a reasonable version of each clause looks like versus a version that should make you pause.
Why the IB agreement deserves more attention than the commission page
An IB agreement is the contract that governs your relationship with a broker: what you're paid, what you're allowed to say, who owns the client relationship, and what happens when either side wants out. It is usually presented as a template — "standard terms," take it or leave it — which makes IBs assume it isn't negotiable. Parts of it usually aren't. But even the non-negotiable parts need to be understood before you build a business on top of them.
Regulators that oversee this relationship directly — for example, the FCA's rules on appointed representatives and introducers in the UK, or the NFA's compliance requirements for IB applicants in the US futures market — treat the underlying agreement as a compliance document, not just a commercial one. That's a useful lens even in markets without an equivalent formal regime.
If you're still establishing whether you need to be licensed to operate as an IB at all, start with our guide to IB regulatory status by region — this article assumes you've cleared that question and are now evaluating a specific contract.
The 15 clauses, grouped by what they control
Read the agreement once for the commercial terms, then again specifically for these fifteen. Most brokers group them differently across sections, so use this as a checklist rather than expecting them in this order.
1. Commission structure and calculation basis
Confirm whether you're paid on CPA (cost-per-acquisition, a flat fee per qualifying client), RevShare (a share of the spread or commission the client generates), or a hybrid of both. Check exactly what counts as a "qualifying" client for CPA — minimum deposit, minimum trading volume, KYC completion — because vague qualification language is one of the most common sources of underpayment disputes.
2. Payout frequency and minimum threshold
Most agreements specify a payout frequency (weekly, bi-weekly, monthly) and a minimum payout threshold below which earnings roll over rather than pay out. A low threshold with frequent payouts is materially better cash flow than a high threshold with monthly payouts, even at the same headline rate.
3. Clawback conditions
The clawback clause lets the broker reverse commission already paid — typically for chargebacks, client refunds, detected fraud, or a client closing an account within a defined window. Read the lookback period: some agreements allow clawback on any commission ever paid for that client, with no time limit, which is a materially different risk than a 90-day window.
4. Chargeback and fraud liability
Related but distinct from clawback: some agreements make the IB partially liable for chargeback costs or fraud losses tied to clients they referred, even when the IB had no way to detect the fraud. This shifts platform-level risk onto a party with no platform-level controls. It's worth pushing back on, and worth walking away from if the broker won't move.
5. Client ownership and the "house account" clause
This is the single highest-stakes clause in the whole document. It determines whether clients you refer are contractually yours — meaning the broker can't independently market to them, move them to another IB, or reclassify them as "house" (broker-owned) clients — or whether ownership is discretionary. Some agreements reserve the broker's right to move a client to house status after a period of inactivity, which quietly ends your commission on that client without terminating you.
| Clause style | What it means for you | What to ask for |
|---|---|---|
| Named-client ownership, no reassignment | Clients tagged to you stay tagged to you for the agreement's life | Confirm in writing this survives a dormant client period |
| Ownership with inactivity reversion | Broker can reclaim a client after N months of no trading | Get the exact inactivity window and whether reactivation restores your tag |
| Discretionary / broker-controlled | Broker can reassign clients at its own judgment | Treat as a red flag; negotiate or avoid |
6. Sub-IB and downline rights
If you plan to recruit sub-IBs under you, confirm the agreement explicitly permits a sub-affiliate structure and states how sub-IB commission is calculated relative to yours. Some broker agreements prohibit sub-affiliation entirely unless separately approved — building a downline network on an agreement that's silent on the question is a real operational risk. If a downline network is part of your plan, our guide to building a Master IB network covers the operational side once this clause is confirmed.
7. Exclusivity requirements
Some agreements require you to promote only that broker within a given market or product category; others are non-exclusive by default. Exclusivity terms are frequently discretionary and can be added or withdrawn by the broker later — read whether exclusivity is a fixed contractual term or something the broker reserves the right to impose unilaterally.
8. Territorial and jurisdictional restrictions
The broker's own license usually limits which countries you're allowed to promote in under this agreement, independent of where you personally are based. This is a common source of accidental non-compliance. For the mechanics of how a broker's license shapes your allowed markets, see our guide to territorial restrictions, and cross-check any market you're targeting against our restricted-jurisdictions reference.
9. Marketing and compliance obligations
Most agreements require your promotional material to be pre-approved, prohibit performance guarantees, and require compliance approval before publishing new campaigns. Breach of this clause is one of the more common grounds for termination-for-cause, so it deserves a careful read even though it feels like boilerplate. See our full breakdown of what IBs can and can't claim in marketing for the specifics.
10. Termination — notice period and grounds
Confirm two separate things: how much written notice either side must give for termination-without-cause (ranges from same-day to 30 days across the industry), and what constitutes termination-for-cause (compliance breach, fraud, inactivity). A short notice period isn't automatically bad — it cuts both ways — but you should know it before you build a business assuming stability that the contract doesn't actually promise.
11. Post-termination ("tail") commission
This clause answers the question every IB eventually asks: what happens to commission on clients who keep trading after you and the broker part ways? A tail provision that continues paying reduced commission for a defined period (commonly a matter of months, sometimes longer, varying by broker) protects the value of the client base you built. An agreement with no tail clause means commission stops the moment the agreement ends, regardless of ongoing client activity — a meaningful difference in the value of the relationship.
12. Indemnification
Indemnification clauses typically require the IB to cover the broker for losses arising from the IB's own conduct — misrepresentation, unauthorized advice, breach of the marketing rules. That's standard and reasonable. Read carefully whether the clause is mutual (the broker also indemnifies you for its own errors) or one-directional, and whether it survives termination without a time limit, which several standard-form agreements do by design.
13. Limitation of liability
Look for a cap on what the broker will pay you in a dispute, separate from the commission owed. It's normal for these caps to be low relative to the size of a real dispute; the point of reading it isn't to negotiate it away (usually not possible) but to know your realistic recovery ceiling before you rely on the relationship for a large share of revenue.
14. Governing law and dispute resolution
Confirm which country's law governs the agreement and where disputes are resolved — court litigation, or binding arbitration, and in which jurisdiction. A broker registered in one jurisdiction with a governing-law clause pointing to a different one is not unusual, but it materially affects your practical ability to enforce the agreement if something goes wrong. In the US futures market, the NFA's guaranteed-IB framework is a useful reference point for how a regulator formalizes termination notice and liability-sharing between an IB and its carrying firm — it shows what a heavily regulated version of these same clauses looks like.
15. Data sharing, GDPR, and lead ownership
If you handle any client data — even just capturing leads before handoff — confirm what the agreement says about data ownership, retention, and your obligations if a lead never converts. This overlaps with data-protection obligations that sit outside the IB agreement itself, most notably the EU's GDPR requirements on data controllers and processors if you or your leads touch the EU/EEA; see our dedicated guide to GDPR and lead ownership in partner agreements for the fuller picture.
A short worked example
Imagine two agreements offering the same headline: 25% RevShare, monthly payout. Agreement A has an unlimited clawback lookback, a discretionary client-ownership clause, no tail commission, and a same-day termination-without-cause right for the broker. Agreement B has a 90-day clawback window, named-client ownership with no reversion clause, a 6-month tail at half rate, and 30-day mutual termination notice.
Both agreements show the same number on the commission page. Only one of them lets you build a business you can value, forecast, or eventually sell. This is why comparing brokers purely on commission percentage — which is how most comparison tables are built — misses the terms that actually determine long-run income. For the mechanics behind the models themselves, see our full breakdown of CPA vs RevShare vs hybrid deal structures.
Mistakes IBs make when reviewing these agreements
- Signing before confirming the qualification criteria for CPA. "Qualifying client" is doing a lot of work in that sentence; get the exact deposit and activity threshold in writing.
- Assuming silence favors them. A missing tail clause, a missing exclusivity clause, or a missing sub-IB clause usually resolves in the broker's favor by default.
- Treating the agreement as fixed. Parts of it are negotiable, particularly for IBs bringing meaningful volume — see our guide to negotiating your first IB deal.
- Not checking territorial terms against where they actually market. A territorial restriction buried in an exhibit can invalidate months of campaign spend in a market the broker's own license doesn't cover.
- Skipping the tax and payment terms. How and where you get paid is a separate question from the commission rate — see our guide to IB tax and invoicing across borders.
Where the partner bridge fits
None of this replaces reading the actual contract in front of you — every broker's paper differs, and the fifteen items above are what to check, not a substitute for legal review. What a comparison resource can do is help you understand the vocabulary before you're in a negotiation, and compare how different brokers, exchanges, and prop firms structure these terms across the market. Revenika's partner glossary is a good starting reference for the terms that show up across these agreements before you sit down with a specific broker's draft.
Frequently Asked Questions
Can I negotiate an IB agreement, or is it always take-it-or-leave-it?
Parts of it usually are negotiable, especially commission tier, exclusivity, and sometimes tail commission — more so once you can point to real referral volume. Compliance, indemnification, and governing-law clauses are far less likely to move, since they're often standardized across the broker's entire partner network for legal-consistency reasons.
What's a reasonable clawback lookback period?
There's no universal industry standard, but a defined window (commonly 30-90 days from the triggering event) is more IB-favorable than an unlimited lookback. If the agreement doesn't state a limit, treat it as unlimited and factor that into your risk assessment.
Does every IB agreement include a tail commission clause?
No — many don't, and it's one of the more commonly omitted provisions. If continuity of income after termination matters to your business model, ask about it explicitly rather than assuming it's implied by the RevShare structure.
Who owns the client if I stop actively promoting a broker but the client keeps trading?
This depends entirely on the client-ownership clause. A named-client-ownership agreement generally keeps you attached to that client for the life of the agreement; a discretionary-ownership agreement gives the broker room to reclassify the client, particularly after a period of your own inactivity.
Should a lawyer review every IB agreement before I sign?
For any agreement material to your income — meaning you expect it to represent a meaningful share of revenue — yes. A one-time legal review is a small cost against the risk of an unlimited clawback or a discretionary ownership clause discovered only after a dispute arises.
Conclusion
The commission rate is the number every broker leads with, and it's the number every IB checks first. It's also the least important number in the document once you've been in this business long enough to have a dispute. Read the fifteen clauses above before you sign anything — clawback, client ownership, and termination terms determine whether the business you build on top of this agreement is actually yours to keep.
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