Agency Partnership Agreement for the Netherlands

Agency Partnership Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes both an agency relationship and a partnership structure between parties. This dual-purpose document outlines the terms under which one party (the Agent Partner) will represent and act on behalf of another party (the Principal) while also establishing a partnership framework. The agreement incorporates requirements from the Dutch Civil Code (Burgerlijk Wetboek), EU Commercial Agency Directive, and relevant Dutch partnership laws, covering aspects such as territory rights, commission structures, partnership governance, profit sharing, and mutual obligations.

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What is a Agency Partnership Agreement?

The Agency Partnership Agreement serves as a crucial document for businesses looking to establish a hybrid commercial relationship that combines elements of both agency and partnership structures under Dutch law. This agreement type is particularly useful when parties wish to create a more integrated relationship than a simple agency agreement, but without forming a separate legal entity. The document addresses key aspects required under Dutch law and EU regulations, including agency rights and obligations, territory definitions, commission structures, partnership governance, and profit-sharing arrangements. It's designed to comply with both the Dutch Civil Code provisions on commercial agency (Burgerlijk Wetboek Book 7) and partnership law requirements, while also adhering to EU Commercial Agency Directive standards. This agreement type is particularly relevant for businesses expanding their commercial presence in the Netherlands or across Europe through strategic partnerships.

What sections should be included in a Agency Partnership Agreement?

1. Parties: Identification and details of the Principal and Agent Partners entering into the agreement

2. Background: Context of the agreement, including business purpose and intended relationship structure

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Scope: Formal appointment of agency partnership, territory, and products/services covered

5. Duration and Term: Period of the agreement, renewal terms, and notice periods

6. Rights and Obligations of the Partners: Core responsibilities and rights of each partner in the agency relationship

7. Territory and Exclusivity: Geographical scope and any exclusivity arrangements

8. Commission Structure: Calculation and payment of commissions, including timing and reporting requirements

9. Partnership Governance: Decision-making processes, management structure, and voting rights

10. Financial Provisions: Capital contributions, profit sharing, losses, and accounting procedures

11. Intellectual Property: Ownership and usage rights of trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

14. Termination: Grounds for termination, procedures, and consequences

15. Post-Termination: Obligations and rights after termination, including goodwill compensation

16. General Provisions: Standard legal clauses including notices, amendments, governing law, etc.

What sections are optional to include in a Agency Partnership Agreement?

1. Marketing and Promotion: Specific obligations regarding marketing activities and cost sharing - include when partners have agreed to joint marketing efforts

2. Training Requirements: Details of mandatory training programs - include when specific training is required for the agency activities

3. Performance Targets: Specific sales or performance metrics - include when the agreement includes performance-based elements

4. Data Protection: GDPR compliance measures - include when personal data processing is involved

5. Insurance: Required insurance coverage - include when specific insurance requirements exist

6. Bank Guarantee: Requirements for bank guarantees - include when financial security is required

7. Force Majeure: Provisions for unforeseen circumstances - include when specifically requested or in high-risk situations

8. Dispute Resolution: Specific procedures for dispute resolution - include when partners want alternative dispute resolution mechanisms

What schedules should be included in a Agency Partnership Agreement?

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

2. Schedule 2 - Commission Rates: Detailed commission structure, calculations, and examples

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

4. Schedule 4 - Performance Metrics: Specific KPIs and performance measurement criteria

5. Schedule 5 - Reporting Templates: Standard forms for regular reporting requirements

6. Schedule 6 - Operating Procedures: Detailed operational processes and procedures

7. Schedule 7 - Initial Capital Contributions: Details of partners' initial capital contributions

8. Appendix A - Power of Attorney: Standard power of attorney form if required

9. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Financial Services

Healthcare

Consumer Goods

Industrial Products

Energy

Agriculture

Telecommunications

Transportation and Logistics

Real Estate

Construction

Media and Entertainment

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Finance

Compliance

Risk Management

International Operations

Partner Relations

Contract Administration

Strategy

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Sales Director

Legal Counsel

Contract Manager

Partnership Manager

Agency Relations Manager

Operations Director

Chief Financial Officer

Regional Manager

Country Manager

Distribution Manager

Channel Manager

Compliance Officer

Risk Manager

Industries
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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