International Commercial Agency Contract for the Netherlands

International Commercial Agency Contract Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes and regulates the relationship between a principal company and a commercial agent who promotes and sells the principal's products or services in a defined territory. This document incorporates requirements from the Dutch Civil Code and European Union Commercial Agents Directive (86/653/EEC), covering essential elements such as commission structures, territory rights, obligations of both parties, and termination provisions. The agreement ensures compliance with mandatory Dutch agency law provisions while providing flexibility for international commercial operations.

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What is a International Commercial Agency Contract?

The International Commercial Agency Contract is essential for businesses expanding their market presence through commercial agents in different territories. This document is specifically designed to comply with Dutch law and EU regulations, particularly the Commercial Agents Directive as implemented in the Dutch Civil Code. It is used when a company (principal) wishes to appoint an agent to promote and sell their products or services in a defined territory, typically across international borders. The agreement covers crucial aspects such as commission structures, territorial rights, performance expectations, and termination provisions, while ensuring compliance with mandatory Dutch legal requirements regarding commercial agency relationships. This type of contract is particularly important as it provides legal certainty in cross-border agency relationships and protects both the principal's interests in market expansion and the agent's statutory rights under Dutch and EU law.

What sections should be included in a International Commercial Agency Contract?

1. Parties: Identification and details of the Principal and the Commercial 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

4. Appointment and Territory: Scope of agent's appointment, exclusivity status, and defined territory

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

6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

7. Commission Structure: Commission rates, calculation methods, and payment terms as required by Dutch law

8. Payment Terms: Timing of commission payments, currency, payment methods, and accounting procedures

9. Reporting and Administration: Requirements for sales reports, documentation, and record-keeping

10. Intellectual Property: Usage rights and restrictions regarding principal's trademarks, trade names, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Duration and Termination: Contract term, notice periods, and grounds for termination as per Dutch law

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

14. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes

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

What sections are optional to include in a International Commercial Agency Contract?

1. Non-Competition: Post-termination competition restrictions, only included if compliant with Dutch law and necessary for business protection

2. Minimum Performance Requirements: Specific sales targets or performance metrics, included when principal requires specific performance levels

3. Sub-Agents: Terms for appointment and management of sub-agents, if permitted

4. Insurance: Insurance requirements for the agent, if specific coverage is required

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

6. Force Majeure: Provisions for unforeseen circumstances affecting performance

7. Training and Support: Specific provisions regarding principal's training obligations and ongoing support

8. Marketing and Promotion: Specific requirements for marketing activities and cost allocation

9. Compliance with Laws: Specific regulatory compliance requirements for regulated industries or products

What schedules should be included in a International Commercial Agency Contract?

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

2. Schedule 2 - Territory Definition: Detailed description or map of the designated territory

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type

4. Schedule 4 - Reporting Templates: Standard forms for sales reports and other required documentation

5. Schedule 5 - Performance Targets: Specific sales targets or KPIs if applicable

6. Schedule 6 - Principal's Trademarks: List of trademarks and usage guidelines

7. Appendix A - Operating Procedures: Detailed procedures for order processing, customer service, and administration

8. Appendix B - Customer Lists: Lists of existing customers or excluded accounts if applicable

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

Consumer Goods

Industrial Equipment

Technology and Software

Fashion and Textiles

Chemical and Pharmaceuticals

Food and Beverage

Automotive

Construction Materials

Medical Devices

Electronics

Agricultural Products

Professional Services

Renewable Energy

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

Contract Management

Compliance

International Operations

Export

Corporate Affairs

Risk Management

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

International Sales Manager

Chief Commercial Officer

Export Manager

General Counsel

Sales Operations Manager

Commercial Operations Director

Agency Relationship Manager

Chief Executive Officer

Regional Sales Director

Compliance Officer

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 7, Title 7.7.4: Contains the specific provisions governing commercial agency agreements in the Netherlands, including mandatory provisions on agent's rights, obligations, commissions, and termination rules
EU Directive 86/653/EEC (Commercial Agents Directive): European Union directive on self-employed commercial agents, which has been implemented in Dutch law and provides harmonized rules on commercial agency relationships
Dutch Civil Code - Book 3 (General Part of Property Law): Contains general provisions on legal acts, power of attorney, and property law that may affect agency relationships
Dutch Civil Code - Book 6 (General Part of the Law of Obligations): Contains general contract law provisions applicable to all contracts, including formation, validity, performance, and breach of contract
United Nations Convention on Contracts for the International Sale of Goods (CISG): While not directly applicable to agency contracts, may be relevant for the underlying sales transactions between the principal and customers
Dutch Competition Act (Mededingingswet): Relevant for provisions regarding competition law compliance and territorial restrictions
General Data Protection Regulation (GDPR): Relevant for data protection provisions when personal data is processed in the context of the agency relationship
Dutch International Private Law (Internationaal Privaatrecht): Rules determining the applicable law and jurisdiction in international contracts
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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