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Service Agency Agreement for the Netherlands

Service Agency Agreement Template for Netherlands

A Service Agency Agreement under Dutch law establishes a commercial relationship between a principal and an agent, where the agent is authorized to negotiate and potentially conclude contracts on behalf of the principal within a defined territory. The agreement complies with Dutch Civil Code requirements, particularly Book 7's provisions on agency relationships, and incorporates relevant EU regulations. It details commission structures, territorial rights, obligations of both parties, termination provisions, and post-contractual obligations, while ensuring compliance with Dutch mandatory agency law provisions regarding notice periods and compensation.

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What is a Service Agency Agreement?

A Service Agency Agreement is essential for businesses looking to expand their market presence through commercial agents rather than direct employees or subsidiaries. This document, governed by Dutch law, establishes the framework for a principal to appoint an agent to promote their products or services, negotiate deals, and potentially conclude contracts on their behalf. The agreement must comply with mandatory provisions of the Dutch Civil Code (particularly Book 7) and relevant EU regulations, including specific requirements regarding commission calculations, notice periods, and post-termination compensation. It's particularly useful for companies entering new markets or territories where establishing a direct presence might be impractical or cost-prohibitive. The agreement covers crucial aspects such as territory definition, commission structures, performance expectations, reporting requirements, and both parties' rights and obligations.

What sections should be included in a Service Agency Agreement?

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

2. Background: Context of the agreement, nature of the Principal's business, and purpose of appointing the Agent

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

4. Appointment and Scope: Formal appointment of the Agent, scope of authority, and whether the appointment is exclusive or non-exclusive

5. Territory and Products/Services: Definition of the geographical area and products/services covered by the agency

6. Agent's Rights and Obligations: Detailed responsibilities of the Agent, including promotion, reporting, and compliance requirements

7. Principal's Rights and Obligations: Principal's duties, including providing information, materials, and support to the Agent

8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement

9. Intellectual Property: Rights and restrictions regarding the use of Principal's IP, trademarks, and materials

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination provisions including mandatory notice periods under Dutch law

12. Post-Termination: Obligations after termination, including commission payments and return of materials

13. General Provisions: Standard clauses including notices, amendments, assignment, and governing law

What sections are optional to include in a Service Agency Agreement?

1. Non-Compete: Restrictions on Agent's competitive activities, used when protecting market position is crucial (subject to Dutch law restrictions)

2. Performance Targets: Specific sales or performance goals, included when the Principal wants to set measurable objectives

3. Training and Support: Details of training and support provided by Principal, included for complex products/services

4. Data Protection: GDPR compliance provisions, required if personal data processing is involved

5. Insurance: Insurance requirements for the Agent, included when specific coverage is necessary

6. Bank Guarantee: Requirements for financial security, included when Agent handles significant funds

7. Sub-Agents: Provisions regarding appointment of sub-agents, included if sub-agents are permitted

8. Marketing and Advertising: Specific requirements for marketing activities, included when significant promotion is expected

What schedules should be included in a Service Agency Agreement?

1. Products/Services Schedule: Detailed list of products or services covered by the agency agreement

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

3. Territory Map/Description: Detailed description or map of the geographical territory

4. Performance Metrics: Specific KPIs and performance measurement criteria

5. Required Reports: Templates and formats for required regular reporting

6. Approved Marketing Materials: List or examples of approved marketing materials and usage guidelines

7. Operating Procedures: Detailed procedures for day-to-day operations and interactions

8. Customer Service Standards: Required standards for customer service and support

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions








































Clauses










































Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Professional Services

Industrial Equipment

Consumer Goods

Software and IT

Healthcare

Telecommunications

Real Estate

Insurance

Automotive

Fashion and Apparel

Construction

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Contract Administration

International Business

Channel Management

Agency Relations

Compliance

Finance

Relevant Roles

Commercial Director

Business Development Manager

Sales Director

Legal Counsel

Contracts Manager

Chief Commercial Officer

Sales Operations Manager

Territory Manager

Channel Manager

Agency Relations Manager

Commercial Agent

Business Owner

Managing Director

Chief Executive Officer

International Sales 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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