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Master Reseller Agreement for the Netherlands

Master Reseller Agreement Template for Netherlands

A comprehensive commercial agreement governed by Dutch law that establishes a framework for a reseller to market, distribute, and sell the supplier's products or services. The agreement covers essential aspects including appointment terms, territory rights, pricing structures, ordering procedures, intellectual property rights, and compliance with Dutch and EU regulations. It provides detailed provisions for the ongoing business relationship, performance standards, and termination arrangements, while ensuring compliance with Dutch commercial law and EU competition regulations.

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What is a Master Reseller Agreement?

The Master Reseller Agreement is a fundamental commercial contract used when a supplier wishes to establish a formal distribution channel through a reseller in the Netherlands and potentially other territories. This agreement type is particularly relevant in situations where a structured approach to product distribution is required, with clear delineation of rights, responsibilities, and territorial scope. The document incorporates Dutch legal requirements and EU regulatory considerations, particularly regarding competition law and commercial agency provisions. It typically includes comprehensive terms covering product supply, pricing mechanisms, intellectual property rights, and compliance obligations. The Master Reseller Agreement serves as the primary governing document for the ongoing business relationship between supplier and reseller, often supplemented by specific schedules for products, pricing, and operational procedures.

What sections should be included in a Master Reseller Agreement?

1. Parties: Identification and details of the contracting parties

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

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

4. Appointment and Territory: Scope of reseller appointment and defined territory for operations

5. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

6. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

7. Obligations of Supplier: Supplier's commitments regarding product supply, support, and training

8. Obligations of Reseller: Reseller's commitments regarding sales, marketing, and customer service

9. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Post-Termination: Rights and obligations after agreement termination

13. General Provisions: Standard legal clauses including governing law, notices, and assignment

What sections are optional to include in a Master Reseller Agreement?

1. Exclusivity: Used when granting exclusive rights in specific territories or customer segments

2. Minimum Purchase Requirements: Include when setting specific sales targets or minimum order quantities

3. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required

4. Training Requirements: Include when specific training or certification requirements exist

5. Service Level Agreement: Used when specific performance metrics need to be maintained

6. Data Protection: Detailed GDPR compliance section when significant personal data processing is involved

7. Non-Competition: Include when restricting reseller from selling competing products

8. Insurance Requirements: Used when specific insurance coverage needs to be maintained

9. Audit Rights: Include when supplier requires right to audit reseller's compliance

What schedules should be included in a Master Reseller Agreement?

1. Schedule 1 - Products: List of products/services authorized for resale

2. Schedule 2 - Territory: Detailed description of authorized sales territory

3. Schedule 3 - Pricing and Discounts: Price lists and discount structure

4. Schedule 4 - Service Levels: Detailed service level requirements and metrics

5. Schedule 5 - Technical Requirements: Technical specifications and requirements

6. Schedule 6 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding

7. Appendix A - Reporting Ƶ: Standard forms for required reporting

8. Appendix B - Contact Details: Key contacts and escalation procedures

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Master Agreement

Cost

Free to use

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