Sales Representative Agreement for the Netherlands

Sales Representative Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes and regulates the relationship between a company and its sales representative. The document outlines the terms under which the sales representative will promote and sell the company's products or services, including territory rights, commission structure, performance expectations, and compliance with Dutch commercial agency regulations. It incorporates requirements from the Dutch Civil Code and EU Commercial Agents Directive, ensuring proper protection for both parties while addressing crucial aspects such as termination rights, post-contractual obligations, and commission calculations.

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What is a Sales Representative Agreement?

The Sales Representative Agreement is a crucial document used when a company wishes to engage an external sales representative to promote and sell its products or services in a defined territory within or from the Netherlands. This agreement is essential for establishing clear parameters of the commercial relationship, ensuring compliance with Dutch law and EU regulations, particularly the Commercial Agents Directive as implemented in the Dutch Civil Code. It covers vital aspects such as commission structures, sales targets, territory definitions, and representative obligations while protecting both parties' interests. The document is particularly important as it helps distinguish the relationship from employment contracts and establishes clear independent contractor status where appropriate. It includes specific provisions required under Dutch law regarding notice periods, commission calculations, and post-termination obligations.

What sections should be included in a Sales Representative Agreement?

1. Parties: Identification and details of the principal company and the sales representative

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

3. Definitions: Key terms used throughout the agreement

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

5. Representatives Duties and Obligations: Detailed responsibilities, performance standards, and reporting requirements

6. Principal's Duties and Obligations: Company's commitments, support, and obligations to the representative

7. Commission Structure: Calculation method, payment terms, and conditions for commission

8. Sales Targets: Minimum performance requirements and sales objectives

9. Term and Termination: Duration of agreement and termination provisions

10. Intellectual Property: Usage rights and restrictions regarding company's IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: GDPR compliance and data handling requirements

13. Post-Termination Obligations: Obligations after contract end, including handover requirements

14. Governing Law and Jurisdiction: Application of Dutch law and dispute resolution mechanisms

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

1. Non-Compete Clause: Restrictions on competitive activities, used when protecting specific market interests

2. Training and Support: Details of training programs and ongoing support, included when significant training is provided

3. Insurance Requirements: Specific insurance obligations, included when representative handles high-value products or services

4. Marketing and Advertising: Guidelines for marketing activities, included when representative has marketing responsibilities

5. Sub-agents: Rules regarding appointment of sub-agents, included when sub-agents are permitted

6. Product Returns and Complaints: Procedures for handling returns and customer complaints, included for product-based sales

7. Minimum Purchase Requirements: Minimum stock requirements, included for product-based sales with inventory requirements

What schedules should be included in a Sales Representative Agreement?

1. Commission Rates Schedule: Detailed breakdown of commission rates by product/service type

2. Territory Map: Detailed definition and map of assigned sales territory

3. Product List: Complete list of products/services the representative is authorized to sell

4. Sales Targets Schedule: Detailed quarterly/annual sales targets and measurement criteria

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

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

7. Training Manual: Documentation of required training and operational procedures

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

Consumer Goods

Technology

Industrial Equipment

Software and SaaS

Healthcare and Medical Devices

Pharmaceuticals

Professional Services

Construction Materials

Automotive

Electronics

Telecommunications

Fashion and Apparel

Food and Beverage

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Finance

Compliance

Human Resources

Contract Administration

Executive Leadership

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Sales Operations Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Sales Territory Manager

Channel Manager

Regional Sales Manager

Chief Executive Officer

Sales Representative

Account Manager

Sales Agent

Commercial 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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