Service Agency Agreement Template for Belgium

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Key Requirements PROMPT example:

Service Agency Agreement

"I need a Service Agency Agreement for appointing an exclusive commercial agent to represent my software company in the Belgian market, with special attention to data protection clauses and commission structure for SaaS products starting March 2025."

Document background
The Service Agency Agreement is a crucial document used when a company (principal) wishes to engage an independent commercial agent to promote its business and negotiate contracts on its behalf in Belgium or other specified territories. This type of agreement is particularly important in the Belgian market, where commercial agency relationships are strictly regulated under the Law on Commercial Agency Agreements of 1995 and relevant EU directives. The document covers essential aspects such as territory definition, commission structures, performance requirements, and termination provisions, while ensuring compliance with mandatory Belgian legal requirements regarding agent protection and compensation. A Service Agency Agreement is typically used when direct employment is not desired, and a more flexible commercial relationship is preferred, allowing the principal to expand its market presence through independent agents.
Suggested Sections

1. Parties: Identification and details of the Principal and Agent, including registered addresses and company details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of the agent and detailed description of services to be provided

5. Territory and Exclusivity: Definition of geographical area and whether the appointment is exclusive or non-exclusive

6. Agent's Rights and Obligations: Detailed description of agent's duties, responsibilities, and authority limits

7. Principal's Rights and Obligations: Principal's commitments, including provision of information and support

8. Commission and Payment Terms: Structure of commission, calculation method, payment terms, and reporting requirements

9. Reporting and Account Management: Requirements for business reporting, performance tracking, and account management

10. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Duration and Termination: Term of agreement, renewal provisions, and termination circumstances

13. Post-Termination Obligations: Obligations and rights after contract termination, including compensation

14. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete Clause: Restrictions on competitive activities during and after the agreement (include if market sensitivity requires)

2. Data Protection: GDPR compliance provisions (include if personal data processing is involved)

3. Insurance Requirements: Specific insurance obligations (include if high-risk activities or regulatory requirements)

4. Marketing and Promotion: Specific obligations regarding marketing activities (include if agent has marketing responsibilities)

5. Training and Support: Details of training and support provided by principal (include if complex products/services)

6. Sub-Agents: Provisions regarding appointment of sub-agents (include if sub-agents may be needed)

7. Minimum Performance Requirements: Specific performance targets and consequences (include if performance-based relationship)

8. Force Majeure: Provisions for unforeseen circumstances (include if long-term or high-value contract)

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of services to be provided by the agent

2. Schedule 2 - Commission Structure: Detailed commission calculations, rates, and examples

3. Schedule 3 - Territory Details: Detailed description of geographical territory and any exclusions

4. Schedule 4 - Reporting Templates: Standard forms and templates for required reporting

5. Schedule 5 - Brand Guidelines: Guidelines for use of principal's branding and marketing materials

6. Appendix A - Product List: List of products/services covered by the agreement

7. Appendix B - Key Performance Indicators: Detailed performance metrics and measurement criteria

8. Appendix C - Contact Details: Key contact persons and communication protocols

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

Distribution

Retail

Technology

Professional Services

Consumer Goods

Industrial Products

Software and IT

Pharmaceuticals

Financial Services

Telecommunications

Automotive

Chemical Industry

Construction Materials

Medical Devices

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Compliance

Finance

Executive Leadership

Contract Management

International Business

Relevant Roles

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Director

Chief Commercial Officer

Managing Director

Operations Manager

Commercial Agent

Agency Manager

Country Manager

Regional Sales Manager

General Counsel

Compliance Officer

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 defines the rights and obligations of commercial agents and principals, including termination provisions and compensation.
Belgian Civil Code (Articles 1101-1369): These articles provide the fundamental framework for contract law in Belgium, covering formation, validity, interpretation, and general obligations in contractual relationships.
Belgian Code of Economic Law (Book X): Contains provisions relating to commercial agreements and business practices, including rules on fair trade practices and market practices.
EU Directive 86/653/EEC: The European Directive on self-employed commercial agents, which has been implemented in Belgian law and provides harmonized rules for commercial agency across the EU.
Belgian Social Security Legislation: Important for determining the status of the agent and ensuring proper classification between independent contractor and employee relationships.
Belgian Competition Law: Relevant for ensuring the agency agreement doesn't contain provisions that could be considered anti-competitive under Belgian and EU competition rules.
Belgian Law on Market Practices and Consumer Protection: Applicable if the agency services involve consumer-facing activities, ensuring compliance with consumer protection regulations.
GDPR and Belgian Data Protection Act: Essential when the agreement involves processing of personal data, requiring specific provisions for data handling and protection.
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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