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Exclusive Commission Agreement Template for Netherlands

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Key Requirements PROMPT example:

Exclusive Commission Agreement

"I need an Exclusive Commission Agreement for appointing a Dutch agent to sell our industrial machinery in the Benelux region, with a 10% commission structure and minimum sales targets, starting from January 2025."

Document background
The Exclusive Commission Agreement is a crucial commercial contract used when a company (principal) wishes to appoint an agent as their exclusive representative for specific products or services within a defined territory. This agreement type is particularly relevant under Dutch law, which provides a robust framework for commercial agency relationships through the Dutch Civil Code. The document is essential for businesses expanding their market presence through dedicated agents, especially in international trade and distribution arrangements. It covers critical aspects such as commission structures, exclusivity terms, performance metrics, and territory definitions while ensuring compliance with both Dutch and EU regulations. This agreement type is commonly used in situations requiring a formalized, exclusive commercial relationship with clear commission-based compensation structures and territorial rights.
Suggested Sections

1. Parties: Identification of the principal and the commission agent, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive commission arrangement

3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products/Services', 'Commission', 'Customers', and other relevant definitions

4. Appointment and Scope: Express appointment of the agent, confirmation of exclusivity, and detailed scope of services

5. Territory and Exclusivity: Definition of the geographical area or market segment where the agent has exclusive rights

6. Commission Structure: Detailed explanation of commission rates, calculation methods, and qualifying transactions

7. Payment Terms: Timeline for commission payments, payment methods, currency, and handling of disputed amounts

8. Parties' Obligations: Detailed responsibilities of both the principal and the agent

9. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

10. Post-Termination: Obligations and rights after termination, including commission on pipeline deals

11. Confidentiality: Protection of confidential information and trade secrets

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes

Optional Sections

1. Non-Compete: Restrictions on agent's activities with competitors, used when the principal wants to prevent the agent from representing competing products/services

2. Intellectual Property: IP rights and usage provisions, included when the agent needs to use principal's trademarks or other IP

3. Data Protection: GDPR compliance provisions, required when personal data processing is involved

4. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term exclusive relationships

5. Insurance: Insurance requirements for the agent, included when the services involve significant risks

6. Minimum Performance Requirements: Performance targets and consequences of not meeting them, used when the principal wants to ensure minimum activity levels

7. Training and Support: Details of principal's support obligations, included when the agent requires specific training or ongoing support

Suggested Schedules

1. Commission Rates and Calculations: Detailed breakdown of commission structures, including any variations by product/service type or customer category

2. Territory Definition: Detailed description or map of the exclusive territory, including any excluded accounts or areas

3. Products and Services: Comprehensive list of products/services covered by the agreement

4. Reporting Requirements: Templates and specifications for regular activity and performance reports

5. Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters

6. Key Performance Indicators: Specific metrics and targets for measuring agent's performance

7. Approved Marketing Materials: List of approved marketing materials and usage guidelines

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































Clauses



































Relevant Industries

Manufacturing

Wholesale Distribution

International Trade

Software and Technology

Professional Services

Financial Services

Real Estate

Industrial Equipment

Consumer Goods

Pharmaceuticals

Telecommunications

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Finance

Compliance

International Operations

Contract Administration

Account Management

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

Sales Operations Manager

Territory Manager

Account Executive

Agency Relations Manager

Commercial Manager

International Business Manager

Regional Sales Manager

Chief Executive Officer

Managing Director

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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