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Limited Agency Agreement for the Netherlands

Limited Agency Agreement Template for Netherlands

A Limited Agency Agreement under Dutch law is a legally binding contract that establishes a restricted commercial agency relationship between a principal and an agent. The agreement, governed by the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations, specifically defines and limits the agent's authority to act on behalf of the principal. It includes detailed provisions on the scope of authority, territorial limitations, commission structure, and compliance with Dutch commercial law. The document incorporates essential protections for both parties while ensuring alignment with European agency regulations and Dutch business practices.

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What is a Limited Agency Agreement?

The Limited Agency Agreement is essential for businesses operating in the Netherlands who wish to appoint commercial representatives with specific restrictions on their authority and scope. This document is particularly relevant when a principal company wants to maintain significant control over their business relationships while delegating certain commercial activities to an agent. The agreement must comply with Dutch law, specifically the Dutch Civil Code (Burgerlijk Wetboek) and the EU Commercial Agents Directive as implemented in Dutch law. It typically includes detailed provisions on commission structures, territory restrictions, performance requirements, and termination conditions. The Limited Agency Agreement is commonly used in international trade relationships where Dutch law governs the relationship, providing clarity on the agent's limited authority and protecting both parties' interests through carefully defined boundaries and obligations.

What sections should be included in a Limited Agency Agreement?

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

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the agency relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Express appointment of agent, territory, and specific limitations of authority

5. Duration and Termination: Term of the agreement, renewal provisions, and termination circumstances

6. Agent's Rights and Obligations: Detailed responsibilities, reporting requirements, and performance standards

7. Principal's Rights and Obligations: Support to be provided, information sharing, and principal's commitments

8. Commission and Payment: Commission structure, calculation method, payment terms, and expenses

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

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Liability and Indemnification: Extent of liability, insurance requirements, and indemnification provisions

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

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

1. Data Protection: Specific GDPR compliance provisions when personal data processing is involved

2. Sub-Agents: Rules regarding appointment and management of sub-agents if permitted

3. Training and Support: Detailed provisions about training and support when significant product knowledge is required

4. Marketing and Promotion: Specific requirements for marketing activities when agent has marketing responsibilities

5. Stock and Samples: Provisions regarding handling of inventory when agent maintains stock

6. Performance Targets: Specific KPIs and targets when performance measurement is crucial

7. Post-Termination Procedures: Detailed procedures for handover when complex client relationships exist

What schedules should be included in a Limited Agency Agreement?

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

2. Schedule 2: Territory: Detailed description of geographical territory or market segment

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

4. Schedule 4: Reporting Requirements: Ƶ and specifications for regular reports

5. Schedule 5: Performance Criteria: Detailed KPIs and measurement methods

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

7. Appendix B: Operating Procedures: Detailed procedures for day-to-day operations and interactions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions









































Clauses









































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Consumer Goods

Industrial Products

Software and IT

Pharmaceuticals

Financial Services

Real Estate

Automotive

Telecommunications

Fashion and Apparel

Food and Beverage

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

Contract Management

International Business

Channel Management

Business Operations

Agency Relations

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Commercial Agent

Sales Representative

Channel Manager

Country Manager

Regional Director

Compliance Officer

General Counsel

Chief Commercial Officer

Business Operations Manager

Agency Relations 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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