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The Sales Agent Commission Agreement is a crucial document for businesses operating in the Netherlands who wish to engage independent sales representatives to promote and sell their products or services. This agreement type is specifically regulated under Dutch law through the Dutch Civil Code (Burgerlijk Wetboek) and the implemented EU Commercial Agents Directive, providing significant protections for commercial agents. The document is essential when a company wants to establish a clear framework for commission-based sales relationships, defining territorial rights, commission structures, performance expectations, and mutual obligations. It's particularly important as Dutch law provides specific requirements regarding commission calculations, notice periods, and post-termination indemnities that must be reflected in the agreement.

1. Parties: Identification of the principal company and the sales agent, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the principal's business, and the purpose of appointing the sales agent

3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', and 'Net Sales'

4. Appointment and Territory: Formal appointment of the agent, specification of territorial scope, and any exclusivity provisions

5. Agent's Rights and Obligations: Detailed description of the agent's duties, responsibilities, reporting requirements, and performance standards

6. Principal's Rights and Obligations: Principal's commitments, including provision of information, marketing materials, and support to the agent

7. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

8. Payment Terms: Specifics about commission payment timing, currency, method of payment, and handling of disputed amounts

9. Reporting and Administration: Requirements for sales reporting, documentation, and record-keeping obligations

10. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP during the agreement

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Term and Termination: Duration of the agreement, renewal terms, and termination provisions including notice periods

13. Post-Termination: Obligations and rights after termination, including commission on pending transactions and return of materials

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