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Representation Agreement for the Netherlands

Representation Agreement Template for Netherlands

A comprehensive legal document governed by Dutch law that establishes and regulates the relationship between a principal and their appointed representative. The agreement defines the scope of authority, responsibilities, territorial limitations, compensation structure, and duration of the representation relationship. It incorporates key provisions from the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3, 6, and 7, and ensures compliance with EU regulations including the Commercial Agents Directive where applicable. The document includes detailed terms on reporting requirements, confidentiality obligations, non-competition provisions, and termination procedures.

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Representation Agreement

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What is a Representation Agreement?

The Representation Agreement serves as a crucial legal framework for businesses and individuals operating in the Netherlands who need to delegate authority to representatives for various commercial purposes. This document type is specifically designed to comply with Dutch legal requirements and EU regulations, incorporating essential provisions from the Dutch Civil Code (Burgerlijk Wetboek) and relevant European directives. The agreement is commonly used when a company or individual (the principal) wishes to appoint another party (the representative) to act on their behalf in specific territories or for specific purposes. A well-drafted Representation Agreement is essential for clearly defining the scope of authority, protecting both parties' interests, establishing clear compensation structures, and ensuring compliance with Dutch legal requirements regarding commercial representation.

What sections should be included in a Representation Agreement?

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

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

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

4. Appointment and Scope: Formal appointment of the representative and detailed description of the scope of representation

5. Territory: Geographical area where the representative is authorized to act

6. Duration: Term of the agreement, including start date and whether fixed-term or indefinite

7. Representatives Rights and Powers: Detailed description of what the representative is authorized to do on behalf of the principal

8. Representatives Duties and Obligations: Key responsibilities and obligations of the representative

9. Principals Duties and Obligations: Key responsibilities and obligations of the principal

10. Compensation: Fee structure, commission rates, and payment terms

11. Reporting and Accountability: Requirements for reporting activities and maintaining records

12. Confidentiality: Obligations regarding confidential information

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

14. Termination: Grounds and procedures for termination of the agreement

15. Consequences of Termination: Rights and obligations of parties upon termination

16. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Representation Agreement?

1. Intellectual Property Rights: Required when the representation involves use or creation of intellectual property

2. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance

3. Insurance: Required when specific insurance coverage needs to be maintained by either party

4. Bank Guarantee: Required when financial security needs to be provided by the representative

5. Sub-Representatives: Required when the representative may appoint sub-representatives

6. Force Majeure: Optional clause defining circumstances beyond parties' control that excuse performance

7. Training and Support: Required when the principal needs to provide specific training or support

8. Marketing and Promotion: Required when specific marketing obligations or restrictions apply

9. Minimum Performance Requirements: Required when specific performance targets need to be met

What schedules should be included in a Representation Agreement?

1. Schedule 1 - Territory Description: Detailed description of the geographical territory, including any excluded areas

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates, calculation methods, and examples

3. Schedule 3 - Reporting Ƶ: Standard forms and templates for required reports

4. Schedule 4 - Products/Services: List of products or services covered by the representation agreement

5. Schedule 5 - Key Performance Indicators: Specific metrics and targets for measuring representative's performance

6. Appendix A - Power of Attorney: Formal power of attorney document if required under Dutch law

7. Appendix B - Contact Details: List of key contacts and their details for both parties

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

Agreement Contract

Cost

Free to use
Relevant legal definitions































Clauses




































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Financial Services

Real Estate

Consumer Goods

Industrial Products

Pharmaceuticals

Telecommunications

Energy

Agriculture

International Trade

Entertainment

Media

Relevant Teams

Legal

Sales

Business Development

Commercial

Operations

Compliance

International Trade

Distribution

Contract Management

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Compliance Officer

Sales Manager

Account Manager

Regional Manager

Distribution Manager

Export Manager

Channel Manager

General Counsel

Corporate Lawyer

Operations Director

Country 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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