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Contingency Contract
I need a contingency contract for a project-based consultant who will provide IT services on an as-needed basis, with a maximum of 20 hours per week. The contract should include a clause for termination with a 2-week notice period and specify that the consultant is responsible for their own taxes and insurance.
What is a Contingency Contract?
A Contingency Contract creates binding obligations that only take effect when specific conditions are met. Under Dutch contract law, these agreements let parties commit to future actions while protecting themselves through carefully defined triggers - like reaching sales targets, obtaining permits, or completing due diligence.
Common in Dutch mergers and acquisitions, these contracts help manage risk by spelling out exactly what needs to happen before commitments become active. For example, a business purchase might depend on regulatory approval or securing financing. The Dutch Civil Code (Burgerlijk Wetboek) recognizes these conditional agreements as fully enforceable once their stated conditions are satisfied.
When should you use a Contingency Contract?
Use a Contingency Contract when you need to secure a business deal that depends on future events. These agreements are especially valuable in Dutch real estate transactions, where property purchases often rely on obtaining municipal permits or successful environmental assessments before proceeding.
This type of contract proves essential for complex business arrangements in the Netherlands - from corporate mergers requiring shareholder approval to construction projects needing specific licenses. It protects all parties by clearly defining what must happen before obligations become binding. For example, a retail expansion might depend on securing prime location permits, or an acquisition could hinge on competition authority clearance.
What are the different types of Contingency Contract?
- Precedent Conditions: Contracts that only activate after specific requirements are met, like obtaining government permits or completing due diligence
- Performance Triggers: Agreements linked to achieving business milestones, such as sales targets or project completion dates
- Regulatory Approvals: Common in Dutch mergers and acquisitions, these depend on clearance from authorities like the ACM
- Financial Contingencies: Used when deals rely on securing funding, reaching profit thresholds, or meeting audit requirements
- Environmental Compliance: Particularly relevant in Dutch real estate and construction, requiring specific environmental permits or assessments
Who should typically use a Contingency Contract?
- Business Owners and Entrepreneurs: Primary users of Contingency Contracts when buying, selling, or expanding businesses in the Netherlands
- Corporate Legal Departments: Draft and review these agreements to protect company interests during complex transactions
- Dutch Notaries: Often required to authenticate and formalize certain types of contingency agreements, especially in real estate
- Real Estate Developers: Use these contracts when property deals depend on zoning changes or environmental permits
- Financial Institutions: Engage with these agreements when financing depends on specific business performance metrics
How do you write a Contingency Contract?
- Define Conditions: List all specific triggers or requirements that must be met before the contract becomes active
- Gather Party Details: Collect complete legal information for all involved parties, including registration numbers and authorized representatives
- Timeline Planning: Set clear deadlines for meeting conditions and specify the contract's duration or expiration terms
- Performance Metrics: Detail exact measurements or standards that determine when conditions are satisfied
- Documentation Requirements: Specify which certificates, permits, or proof will verify conditions have been met
- Automated Generation: Use our platform to create a legally-sound document that includes all mandatory Dutch legal requirements
What should be included in a Contingency Contract?
- Party Identification: Complete legal names, addresses, and registration numbers of all involved parties
- Condition Definition: Clear, specific description of all contingencies that must be satisfied
- Time Limits: Explicit deadlines for meeting conditions and contract duration under Dutch law
- Verification Method: Detailed process for confirming when conditions have been met
- Consequence Clauses: Specific outcomes when conditions are or aren't met
- Governing Law: Statement confirming Dutch law applies and jurisdiction details
- Termination Rights: Circumstances where parties can end the agreement before conditions are met
- Automated Compliance: Our platform ensures all these elements are properly included and legally valid
What's the difference between a Contingency Contract and an Agreement Contract?
A Contingency Contract differs significantly from an Agreement Contract in both structure and purpose. While both are legally binding documents under Dutch law, their core functions serve different business needs.
- Activation Timing: Contingency Contracts only become active when specific conditions are met, while Agreement Contracts take effect immediately upon signing
- Risk Management: Contingency Contracts specifically protect parties by defining prerequisite conditions, whereas Agreement Contracts focus on immediate mutual obligations
- Implementation Process: Contingency Contracts require verification of conditions before proceeding, while Agreement Contracts move directly to performance phase
- Legal Framework: Under Dutch Civil Code, Contingency Contracts need explicit condition definitions and verification methods, while Agreement Contracts focus more on direct terms and obligations
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