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Exclusive Representation Agreement Template for Netherlands

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Key Requirements PROMPT example:

Exclusive Representation Agreement

"I need an Exclusive Representation Agreement under Dutch law for my software company appointing a sole agent in the Benelux region, with a 3-year term starting January 2025 and including minimum performance targets."

Document background
An Exclusive Representation Agreement is essential for businesses seeking to establish formal exclusive distribution or agency relationships in specific territories. This document, governed by Dutch law, provides a comprehensive framework for appointing an exclusive commercial representative while ensuring compliance with both Dutch and EU regulations. The agreement is particularly important as it defines exclusive territorial rights, commission structures, and mutual obligations while incorporating mandatory provisions required by Dutch agency law. It should be used when a company wants to grant exclusive rights to a representative to promote and sell their products or services in a defined territory, requiring careful consideration of competition law implications and agent protection requirements. The document includes detailed provisions on commission calculations, performance expectations, termination rights, and post-contractual obligations, all aligned with the requirements of the Dutch Civil Code and relevant EU directives.
Suggested Sections

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

2. Background: Context of the agreement, nature of the principal's business, and purpose of the representation arrangement

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

4. Appointment and Scope: Express appointment of representative as exclusive agent and detailed scope of representation

5. Territory and Exclusivity: Definition of geographical territory and nature of exclusive rights

6. Representative's Rights and Obligations: Core duties, responsibilities, and rights of the representative

7. Principal's Rights and Obligations: Core duties, responsibilities, and rights of the principal

8. Commission Structure: Detailed commission calculations, rates, and payment terms

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

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Intellectual Property: Usage rights for principal's trademarks and materials

13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

14. General Provisions: Standard clauses including assignment, amendments, and notices

Optional Sections

1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required

2. Training and Support: Include when principal provides specific training or support services

3. Marketing and Promotion: Include when representative has specific marketing obligations or restrictions

4. Non-Competition: Include when post-termination competition restrictions are required (subject to Dutch law limitations)

5. Insurance: Include when specific insurance coverage is required from the representative

6. Data Protection: Include when personal data processing is involved in the representation activities

7. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

8. Bank Guarantee: Include when financial security is required from the representative

Suggested Schedules

1. Schedule 1 - Territory Description: Detailed description of geographical territory and any excluded areas

2. Schedule 2 - Products/Services: Comprehensive list of products/services covered by the agreement

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product/customer type

4. Schedule 4 - Reporting Templates: Standard forms for activity reporting and commission calculations

5. Schedule 5 - Performance Targets: Specific sales targets or other performance metrics if applicable

6. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines

7. Appendix B - Confidential Information: Detailed description of what constitutes confidential information

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








































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Relevant Industries

Manufacturing

Consumer Goods

Industrial Products

Technology

Pharmaceuticals

Fashion and Luxury

Automotive

Electronics

Medical Devices

Software and IT

Chemical Industry

Food and Beverage

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

International Operations

Contract Administration

Compliance

Finance

Distribution Operations

Channel Management

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

Sales Operations Manager

Distribution Manager

Channel Manager

Export Manager

International Business Manager

General Counsel

Commercial Contracts Manager

Regional Sales Director

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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