Contract Sales Representative for the Netherlands

Contract Sales Representative Template for Netherlands

This document is a comprehensive Sales Representative Contract governed by Dutch law, designed to establish and regulate the commercial relationship between a company and its sales representative. It complies with the Dutch Civil Code (Burgerlijk Wetboek), particularly Book 7, Title 7.7, and incorporates relevant EU directives, including the Commercial Agents Directive (86/653/EEC). The agreement details the appointment, territory, commission structure, obligations of both parties, performance metrics, and termination provisions, while ensuring compliance with Dutch commercial agency regulations and competition law.

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What is a Contract Sales Representative?

This Contract Sales Representative agreement is essential for businesses operating in the Netherlands who engage independent sales representatives to promote and sell their products or services. The document establishes the legal framework for the commercial agency relationship, ensuring compliance with Dutch law and EU regulations. It is particularly important as it defines critical aspects such as territory rights, commission structures, performance expectations, and termination conditions. The agreement protects both the principal company and the sales representative by clearly outlining their respective rights and obligations, while adhering to mandatory provisions of Dutch commercial agency law. This document should be used when engaging sales representatives in a capacity that falls under the Dutch Civil Code's commercial agency provisions, whether for domestic or international sales activities.

What sections should be included in a Contract Sales Representative?

1. Parties: Identification of the company and the sales representative, including full legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the business relationship to be established

3. Definitions: Key terms used throughout the agreement, including 'Products', 'Territory', 'Customers', 'Commission', etc.

4. Appointment and Territory: Formal appointment of the representative and definition of the geographical territory or market segment

5. Rights and Obligations of the Representative: Core duties, responsibilities, and authorized activities of the sales representative

6. Rights and Obligations of the Company: Company's commitments, support provisions, and responsibilities to the representative

7. Commission Structure: Detailed explanation of commission calculations, payment terms, and conditions for earning commission

8. Targets and Performance: Sales targets, performance metrics, and evaluation criteria

9. Reporting Requirements: Required reports, frequency, and content of sales activity reporting

10. Intellectual Property and Confidentiality: Protection of company IP, confidential information, and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and conditions for termination

12. Post-Termination Obligations: Obligations and restrictions that survive after contract termination

13. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction for disputes

What sections are optional to include in a Contract Sales Representative?

1. Non-Compete Clause: Restrictions on competing activities during and after the agreement, optional based on business needs and jurisdiction requirements

2. Training and Support: Details of training programs and ongoing support provided by the company, included when specific support structures are in place

3. Marketing and Advertising: Guidelines for marketing activities and use of company materials, included when representative has marketing responsibilities

4. Insurance Requirements: Specific insurance coverage requirements, included when representative needs to maintain certain insurance types

5. Data Protection: GDPR compliance requirements, included when representative will process personal data

6. Expenses and Reimbursement: Terms for expense claims and reimbursement, included when company will cover certain expenses

7. Sub-agents: Terms for appointing sub-agents, included when sub-agents are permitted

8. Minimum Purchase Requirements: Minimum purchase or sales requirements, included for specific business models

What schedules should be included in a Contract Sales Representative?

1. Schedule 1 - Territory Definition: Detailed description of geographical territory or market segment, including any exclusions

2. Schedule 2 - Commission Rates: Detailed commission structure, rates for different products or customer categories

3. Schedule 3 - Product List: List of products or services the representative is authorized to sell

4. Schedule 4 - Sales Targets: Specific sales targets and performance metrics

5. Schedule 5 - Reporting Templates: Standard forms and templates for required reports

6. Appendix A - Company Policies: Relevant company policies the representative must comply with

7. Appendix B - Marketing Guidelines: Guidelines for use of company branding and marketing materials

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

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Trade

Retail

Technology

Consumer Goods

Industrial Equipment

Medical Devices

Software and IT

Pharmaceuticals

Electronics

Automotive

Construction Materials

Food and Beverage

Fashion and Apparel

Chemical Products

Relevant Teams

Sales

Legal

Commercial Operations

Business Development

Contract Administration

Finance

Human Resources

Compliance

International Trade

Channel Management

Relevant Roles

Sales Representative

Sales Agent

Commercial Agent

Territory Manager

Regional Sales Manager

Business Development Representative

Account Executive

Sales Director

Commercial Director

Distribution Manager

Channel Manager

Export Manager

Sales Operations Manager

Chief Commercial Officer

Head of Sales

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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