Sole Agency Agreement for the Netherlands

Sole Agency Agreement Template for Netherlands

A Dutch law-governed Sole Agency Agreement establishes an exclusive commercial relationship between a principal and an agent, where the agent is granted exclusive rights to represent the principal's products or services within a defined territory. The agreement complies with Dutch Civil Code requirements, particularly Book 7 provisions regarding agency relationships, and incorporates necessary protections under EU Commercial Agents Directive. It details the scope of authority, commission structure, territorial rights, and mutual obligations of both parties, while ensuring compliance with Dutch commercial and competition laws.

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What is a Sole Agency Agreement?

This document is essential for businesses seeking to establish exclusive commercial representation in specific territories under Dutch law. A Sole Agency Agreement is particularly crucial when a principal company wants to grant exclusive rights to an agent to promote and sell their products or services in a defined area. The agreement must comply with Dutch Civil Code requirements, especially Book 7 provisions on agency relationships, and incorporate EU Commercial Agents Directive protections. It's commonly used in international trade relationships where companies seek dedicated representation in the Netherlands or when Dutch companies expand into new markets. The document covers critical aspects including commission structures, performance expectations, territorial rights, and termination provisions, while ensuring compliance with both Dutch and EU regulatory requirements.

What sections should be included in a Sole Agency Agreement?

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

2. Background: Context of the agreement, relationship between parties, and purpose of the sole agency arrangement

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

4. Appointment and Scope: Explicit statement of sole agency appointment and detailed scope of agent's authority

5. Term and Termination: Duration of agreement, renewal provisions, and grounds for termination

6. Agent's Rights and Obligations: Comprehensive list of agent's duties, responsibilities, and rights including reporting requirements

7. Principal's Rights and Obligations: Principal's duties, including information provision and support to the agent

8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement

9. Territory and Exclusivity: Definition of geographical area and nature of exclusivity rights

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property: Usage rights of trademarks, logos, and other IP during the agency

12. Post-Termination Provisions: Obligations and restrictions after agreement ends, including handover requirements

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

14. Execution: Signature blocks and execution formalities

What sections are optional to include in a Sole Agency Agreement?

1. Non-Competition: Restrictions on agent's activities during and after the agreement - include when there's significant market sensitivity

2. Performance Targets: Specific sales or performance goals - include when the agency is performance-dependent

3. Training and Support: Details of training provided by principal - include for complex products/services

4. Insurance: Required insurance coverage - include for high-risk activities or valuable products

5. Data Protection: GDPR compliance provisions - include when personal data processing is involved

6. Force Majeure: Provisions for unforeseen circumstances - include when continuity is critical

7. Bank Guarantee: Financial security requirements - include for high-value transactions

8. Subcontracting: Rights and restrictions on subcontracting - include when delegation might be needed

What schedules should be included in a Sole Agency Agreement?

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

2. Schedule 2 - Commission Rates: Detailed commission structure, including any variations or special rates

3. Schedule 3 - Territory Map: Geographical definition of the territory with maps or specific boundaries

4. Schedule 4 - Reporting Templates: Standard forms for regular activity and sales reporting

5. Schedule 5 - Key Performance Indicators: Detailed performance metrics and measurement criteria

6. Appendix A - Brand Guidelines: Guidelines for use of principal's branding and marketing materials

7. Appendix B - Operating Procedures: Detailed operational procedures and requirements

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

Pharmaceuticals

Professional Services

Real Estate

Fashion and Luxury Goods

Automotive

Chemical Industry

Construction Materials

Agricultural Products

Medical Devices

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

International Operations

Contract Administration

Corporate Affairs

Distribution Operations

Relevant Roles

Commercial Director

Business Development Manager

Sales Director

Legal Counsel

Contract Manager

Chief Executive Officer

Managing Director

Sales Agent

Distribution Manager

Export Manager

Regional Sales Manager

Compliance Officer

General Counsel

Commercial Operations 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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