The Foreign Agency Agreement is essential for international businesses seeking to expand their market presence through local representatives without establishing their own local entity. This document is particularly relevant when a foreign company (Principal) wishes to appoint a commercial agent in the Netherlands or other territories under Dutch law governance. The agreement must comply with Dutch agency laws, which provide significant protective rights to commercial agents, including mandatory notice periods and goodwill compensation upon termination. The document typically includes detailed provisions on territory definition, commission structures, performance metrics, and reporting requirements, while ensuring compliance with both Dutch national law and EU regulations. Foreign Agency Agreements are crucial tools for market entry strategies and require careful consideration of local legal requirements to ensure enforceability and protection of both parties' interests.

1. Parties: Identification of the Principal and Agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an agency relationship

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Customers

4. Appointment and Scope: Terms of the Agent's appointment, including exclusivity status and territorial scope

5. Agent's Rights and Obligations: Detailed description of the Agent's duties, including promotion of products, customer service, and reporting requirements

6. Principal's Rights and Obligations: Principal's commitments, including product information, support, and training provisions

7. Commission: Commission structure, calculation method, payment terms, and conditions for commission entitlement

8. Intellectual Property: Protection and usage rights of trademarks, trade names, and other IP

9. Confidentiality: Provisions for handling confidential information and trade secrets

10. Term and Termination: Duration of agreement, renewal terms, and termination provisions including mandatory notice periods

11. Post-Termination: Post-termination obligations, including goodwill compensation and handling of pending transactions

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

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