Non Exclusive Agency Agreement Template for the Netherlands

A Non Exclusive Agency Agreement allows you to appoint commercial agents in the Netherlands while retaining the freedom to work with multiple representatives or sell directly to customers. This flexible arrangement is governed by Dutch Civil Code Book 7, which provides specific protections for both principals and agents in commercial relationships.

When do you need this document?

You need this agreement when expanding your business into new markets without committing to exclusive representation. It's essential for companies testing market demand, launching new products, or entering the Netherlands market for the first time. The document is particularly valuable for businesses that want to maintain control over pricing and customer relationships while benefiting from local market knowledge. You'll also need it when your existing exclusive arrangements expire and you want more flexibility, or when appointing multiple agents across different territories or product lines.

Key legal considerations

Under Dutch law, agency relationships create significant obligations for both parties, even in non-exclusive arrangements. You must clearly define the agent's authority to prevent unauthorized commitments that could bind your company. Commission structures must comply with Dutch Civil Code provisions, including payment timing and calculation methods. The agreement should specify whether the agent can bind you contractually or merely introduce potential customers. Territorial restrictions must be carefully drafted to avoid conflicts with EU competition law, particularly Article 101 TFEU. You must also address confidentiality obligations, as agents often access sensitive business information during their representation activities.

Legal requirements in Netherlands

Netherlands law requires specific protections for commercial agents under Dutch Civil Code Book 7, Title 7, Sections 428-445. Even non-exclusive agents are entitled to reasonable notice periods for termination, typically ranging from one to six months depending on the relationship duration. The agreement must specify commission rates and payment terms, with agents generally entitled to commission on all sales in their territory, regardless of who actually concluded the transaction. You must provide agents with necessary information about the products or services they represent and any changes affecting their ability to perform. Post-termination obligations include commission payments for transactions initiated during the agency period and potential compensation for goodwill developed by the agent. The document must be drafted in Dutch or include certified translations for enforceability in Dutch courts.