Agency Representation Agreement Template for Belgium

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Key Requirements PROMPT example:

Agency Representation Agreement

"I need an Agency Representation Agreement for appointing an exclusive agent to distribute our luxury leather goods in Belgium and Luxembourg, with a 3-year term starting March 1, 2025, including minimum annual sales targets and stock holding requirements."

Document background
An Agency Representation Agreement is essential when a company (principal) wishes to engage an independent commercial agent to promote and sell its products or services in Belgium or other designated territories. This document, governed by Belgian law, particularly the Law on Commercial Agency Agreements of 13 April 1995, provides comprehensive coverage of the relationship between principal and agent. It includes crucial elements such as territory definition, commission calculations, performance expectations, and termination provisions, while ensuring compliance with Belgian mandatory provisions regarding agent protection. The agreement is particularly important as it helps avoid future disputes by clearly defining rights, obligations, and compensation structures, while incorporating specific Belgian legal requirements regarding notice periods, goodwill indemnity, and other protective measures for commercial agents.
Suggested Sections

1. Parties: Identification and details of the Principal and Agent, including registration numbers and registered offices

2. Background: Context of the agreement, relationship between parties, and purpose of the agency arrangement

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Scope: Terms of agent's appointment, territory, and products/services covered

5. Duration: Term of the agreement, including start date and whether fixed-term or indefinite

6. Agent's Rights and Obligations: Detailed responsibilities, reporting requirements, and performance standards

7. Principal's Rights and Obligations: Principal's commitments, support provisions, and information requirements

8. Commission Structure: Commission rates, calculation methods, and payment terms

9. Intellectual Property: Usage rights and restrictions regarding trademarks, logos, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition: Restrictions during and after the agreement term

12. Termination: Grounds for termination, notice periods, and consequences

13. Post-Termination: Rights and obligations after termination, including compensation

14. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution

15. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Minimum Performance Requirements: Specific sales targets or performance metrics, used when the principal wants to set measurable objectives

2. Sub-Agents: Rules regarding appointment of sub-agents, needed if sub-agents are permitted

3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements, relevant for agreements with significant promotional activities

4. Stock Holdings: Requirements for maintaining inventory, relevant if agent will hold stock

5. Data Protection: GDPR compliance provisions, required if personal data processing is involved

6. Insurance: Insurance requirements, relevant for high-value or high-risk products/services

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements

8. Anti-Corruption: Compliance with anti-corruption laws, particularly important in regulated industries or international trade

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agency agreement

2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product/service

4. Schedule 4 - Reporting Requirements: Templates and timing for regular reports

5. Schedule 5 - Principal's Trademarks: List of trademarks and usage guidelines

6. Appendix A - Performance Targets: Specific sales targets or KPIs if applicable

7. Appendix B - Operating Procedures: Detailed procedures for order processing, customer service, etc.

8. Appendix C - Marketing Guidelines: Specific requirements for marketing and promotional activities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Software and Technology

Industrial Equipment

Consumer Goods

Professional Services

Fashion and Luxury Goods

Automotive

Healthcare Products

Construction Materials

Food and Beverage

Electronics

Telecommunications

Financial Services

Insurance

Relevant Teams

Legal

Sales

Commercial

Business Development

Compliance

Operations

Partner Management

Contract Administration

Executive Leadership

Finance

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Operations Manager

Channel Manager

Partner Manager

Chief Commercial Officer

Sales Representative

Regional Sales Manager

General Counsel

Compliance Officer

Managing Director

Chief Executive Officer

Industries
Belgian Law on Commercial Agency Agreements of 13 April 1995: This is the primary legislation governing commercial agency relationships in Belgium, implementing EU Directive 86/653/EEC. It covers the rights and obligations of commercial agents and principals, including termination provisions, compensation, and commission calculations.
Belgian Civil Code (Code Civil/Burgerlijk Wetboek): Contains fundamental contract law principles applicable to agency agreements, including formation of contracts, validity requirements, and general obligations of parties.
Belgian Code of Economic Law (Code de droit économique/Wetboek van economisch recht): Contains provisions relating to business practices, market practices, and consumer protection that might be relevant to agency relationships.
Belgian Competition Law of 2013: Regulates competitive practices and may affect exclusivity provisions and territorial restrictions in agency agreements.
EU Regulation 2018/302 on Geo-blocking: If the agency agreement involves online sales or services, this regulation needs to be considered as it affects how territorial restrictions can be implemented.
Belgian Anti-Money Laundering Law of 18 September 2017: May be relevant if the agency relationship involves financial transactions or certain regulated sectors, requiring due diligence and reporting obligations.
Belgian Data Protection Law of 30 July 2018: Implements GDPR requirements and must be considered for data processing aspects of the agency relationship.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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