Sub Agent Contract for the Netherlands

Sub Agent Contract Template for Netherlands

A Sub Agent Contract under Dutch law is a legally binding agreement between a principal agent and a sub-agent, where the principal agent delegates certain agency responsibilities and authorities to the sub-agent. The document complies with the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3 and 7, and addresses key aspects such as appointment terms, territory definitions, commission structures, reporting requirements, and termination provisions. It includes specific provisions required under Dutch agency law regarding notice periods, goodwill compensation, and post-termination obligations, while ensuring alignment with the main agency agreement between the principal agent and the principal company.

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What is a Sub Agent Contract?

The Sub Agent Contract is essential in commercial arrangements where an existing agent wishes to delegate certain responsibilities to another party while maintaining the primary agency relationship with the principal. This document is specifically designed for use in the Netherlands and complies with Dutch agency laws, including the relevant provisions of the Dutch Civil Code (Burgerlijk Wetboek). It is typically used when expanding business operations, managing larger territories, or requiring specialized expertise in certain markets. The contract carefully balances the interests of all parties by clearly defining the scope of authority, commission structures, reporting requirements, and compliance obligations. It includes mandatory provisions required under Dutch law regarding termination rights, goodwill compensation, and post-contractual restrictions, while ensuring proper alignment with the main agency agreement.

What sections should be included in a Sub Agent Contract?

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

2. Background: Context of the agreement, including reference to the main agency agreement and reason for sub-agency appointment

3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products, Principal, Commission, etc.

4. Appointment and Scope: Terms of appointment, scope of authority, and territory designation

5. Rights and Obligations of Sub-Agent: Detailed responsibilities, performance standards, and compliance requirements

6. Authority Limitations: Specific restrictions on the sub-agent's authority and actions requiring prior approval

7. Commission and Payment: Commission structure, calculation method, payment terms, and conditions

8. Reporting and Administration: Requirements for reporting, record-keeping, and administrative duties

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

11. Term and Termination: Duration of agreement and grounds for termination

12. Post-Termination Obligations: Duties and restrictions following termination

13. General Provisions: Standard clauses including notices, amendments, governing law, etc.

What sections are optional to include in a Sub Agent Contract?

1. Performance Targets: Specific sales or performance goals, used when the agreement is performance-based

2. Training Requirements: Mandatory training obligations, included when specific product knowledge is required

3. Marketing and Promotion: Guidelines for marketing activities, included when sub-agent has marketing responsibilities

4. Insurance Requirements: Specific insurance obligations, included for high-risk activities or valuable products

5. Data Protection: GDPR compliance requirements, included when personal data processing is involved

6. Intellectual Property: IP usage rights and restrictions, included when sub-agent needs to use principal's IP

7. Stock Handling: Rules for managing inventory, included when sub-agent handles physical products

8. Customer Service Standards: Required service levels, included for customer-facing roles

What schedules should be included in a Sub Agent Contract?

1. Schedule 1 - Territory Definition: Detailed description of geographical territory or market segment

2. Schedule 2 - Products and Services: Complete list of products/services covered by the agreement

3. Schedule 3 - Commission Structure: Detailed commission calculations, rates, and examples

4. Schedule 4 - Reporting Templates: Standard forms for regular reporting requirements

5. Schedule 5 - Performance Metrics: Specific KPIs and measurement criteria

6. Appendix A - Main Agency Agreement Extract: Relevant excerpts from the principal agency agreement

7. Appendix B - Compliance Procedures: Detailed compliance requirements and procedures

8. Appendix C - Operating Manual: Day-to-day operational procedures and guidelines

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

Retail

Manufacturing

Insurance

Real Estate

Technology

Pharmaceuticals

Financial Services

Automotive

Consumer Goods

Industrial Equipment

Telecommunications

Agriculture

Energy

Transportation

Healthcare

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Compliance

Finance

Contract Administration

Risk Management

Partner Relations

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Territory Manager

Regional Sales Director

Agency Manager

Distribution Manager

Channel Partner Manager

Sales Agent

Commercial Agent

Business Agent

Legal Counsel

Contracts Manager

Operations Manager

Compliance Officer

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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