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Agency Master Services Agreement for the Netherlands

Agency Master Services Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes and regulates the commercial relationship between a principal and an agent. This agreement defines the terms under which the agent will represent and act on behalf of the principal in specific territories or markets, including commission structures, performance expectations, and compliance with Dutch and EU regulations. The document incorporates mandatory provisions required under Dutch agency law and the EU Commercial Agents Directive, while providing flexibility to address specific commercial requirements of the business relationship.

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What is a Agency Master Services Agreement?

The Agency Master Services Agreement is essential for businesses seeking to establish formal commercial agency relationships in the Netherlands and EU markets. This document is specifically designed to comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek) and the EU Commercial Agents Directive. It is typically used when a company (principal) wants to engage another company (agent) to represent them in specific markets or territories, covering crucial aspects such as scope of authority, commission structures, performance metrics, and termination rights. The agreement provides comprehensive protection for both parties while ensuring compliance with mandatory Dutch agency law provisions, making it suitable for both domestic and international commercial relationships where Dutch law governs.

What sections should be included in a Agency Master Services Agreement?

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

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the agency relationship

3. Definitions: Defined terms used throughout the agreement, including specific industry terminology and legal concepts

4. Appointment and Scope: Formal appointment of the agent, territory coverage, and scope of authority

5. Agent's Rights and Obligations: Detailed description of agent's duties, responsibilities, and authorized activities

6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

7. Commission and Payment Terms: Commission structure, calculation methods, payment terms, and reporting requirements

8. Intellectual Property Rights: Ownership and usage rights of trademarks, logos, and other IP during and after the agreement

9. Confidentiality: Protection of confidential information, trade secrets, and customer data

10. Data Protection: GDPR compliance measures and data processing obligations

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 handover of materials and calculation of final commissions

13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

14. Force Majeure: Events excusing performance and procedures for handling force majeure situations

15. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for dispute resolution

16. General Provisions: Standard clauses including severability, entire agreement, and amendments

What sections are optional to include in a Agency Master Services Agreement?

1. Non-Competition: Restrictions on competitive activities during and after the agreement - include when exclusivity is required

2. Performance Targets: Specific sales or performance metrics - include when minimum performance levels are required

3. Training and Support: Details of training and support provided by principal - include for complex products/services

4. Marketing and Promotion: Marketing obligations and guidelines - include when agent has marketing responsibilities

5. Sub-Agents: Terms for appointment of sub-agents - include when sub-agents may be needed

6. Compliance with Industry Regulations: Specific regulatory compliance requirements - include for regulated industries

7. Stock and Samples: Handling of product inventory and samples - include for product-based agencies

8. Customer Service Standards: Customer service requirements - include when agent handles customer relations

9. Bank Guarantee/Security: Financial security requirements - include when handling significant funds

What schedules should be included in a Agency Master Services Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided by the agent

2. Schedule 2 - Commission Structure: Detailed commission calculations, rates, and examples

3. Schedule 3 - Territory Definition: Detailed description of geographical territory and any exclusions

4. Schedule 4 - Reporting Requirements: Templates and timing for regular reporting obligations

5. Schedule 5 - Service Levels: Specific performance metrics and service level requirements

6. Appendix A - Approved Marketing Materials: List of approved marketing materials and usage guidelines

7. Appendix B - Principal's Products/Services: Detailed list of products/services covered by the agreement

8. Appendix C - Data Processing Agreement: GDPR-compliant data processing terms and requirements

9. Appendix D - Contact Details: Key contact persons and escalation procedures

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions


















































Clauses


































Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Professional Services

Consumer Goods

Industrial Products

Software and IT

Telecommunications

Real Estate

Insurance

Healthcare

Pharmaceuticals

Energy

Transportation and Logistics

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Finance

Compliance

Risk Management

International Business

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Legal Counsel

Contract Manager

Business Development Manager

Sales Director

Operations Manager

Compliance Officer

Risk Manager

Chief Financial Officer

General Counsel

Commercial Manager

Agency Relationship Manager

Sales Operations Manager

International Business 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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