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Commercial Contract for the Netherlands

Commercial Contract Template for Netherlands

A standard commercial contract governed by Dutch law, designed to establish and regulate business relationships between commercial entities. This document incorporates key provisions required under the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations, while addressing essential commercial terms, risk allocation, and compliance requirements. The contract structure follows Dutch legal conventions and business practices, ensuring enforceability within the Netherlands' jurisdiction while maintaining flexibility for various commercial arrangements.

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Commercial Contract

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What is a Commercial Contract?

This Commercial Contract template is designed for use in the Netherlands business environment, complying with Dutch civil law and EU regulations. It serves as a comprehensive framework for various business-to-business transactions, from supply agreements to service provisions. The document incorporates essential elements required under the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 6 and 7, while addressing modern commercial needs and regulatory compliance requirements. It is structured to accommodate different commercial relationships while maintaining legal certainty and practical functionality within the Dutch legal system. The Commercial Contract includes provisions for key commercial terms, risk allocation, liability limitations, and dispute resolution mechanisms specific to Dutch jurisdiction.

What sections should be included in a Commercial Contract?

1. Parties: Identification of the contracting parties with full legal names and registered addresses

2. Background: Context of the agreement and commercial relationship between the parties

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Scope of Agreement: Clear description of the commercial arrangement and its boundaries

5. Duration and Term: Contract period, commencement date, and termination dates

6. Commercial Terms: Core commercial obligations, deliverables, and specifications

7. Payment Terms: Pricing, payment schedule, invoicing, and payment methods

8. Obligations and Responsibilities: Detailed responsibilities of each party

9. Representations and Warranties: Statements of fact and promises made by each party

10. Liability and Indemnification: Allocation of risks and responsibilities for damages

11. Termination: Grounds for termination and consequences

12. Confidentiality: Protection of confidential information and trade secrets

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Notices: How formal communications between parties should be made

15. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

17. Execution: Signature blocks and execution formalities

What sections are optional to include in a Commercial Contract?

1. Data Protection: Required if personal data is processed under the agreement (GDPR compliance)

2. Intellectual Property: Required if IP rights are being created, licensed, or transferred

3. Insurance: Required for high-risk commercial activities or significant liability exposure

4. Non-Competition: Include when protecting market position or preventing competitive activities

5. Service Levels: Required for service-based contracts with performance metrics

6. Change Control: Include for long-term or complex contracts requiring flexibility

7. Personnel: Required when specific individuals are key to contract performance

8. Compliance with Laws: Detailed compliance obligations for regulated industries or activities

9. Bank Guarantee/Security: Include when payment security or performance security is required

10. Exit Management: Required for complex services requiring transition at termination

What schedules should be included in a Commercial Contract?

1. Schedule 1 - Commercial Terms: Detailed pricing, payment terms, and commercial conditions

2. Schedule 2 - Services/Products Specification: Detailed description of services or products being provided

3. Schedule 3 - Service Levels: Performance metrics and measurement criteria

4. Schedule 4 - Contact Details: Key contact persons and communication protocols

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms if applicable

6. Schedule 6 - Form of Bank Guarantee: Template for any required financial security

7. Appendix A - Technical Specifications: Technical requirements and specifications

8. Appendix B - Implementation Plan: Timeline and milestones for contract implementation

9. Appendix C - Approved Subcontractors: List of pre-approved subcontractors if applicable

10. Appendix D - Required Insurance: Details of insurance requirements and coverage levels

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

Agreement Contract

Cost

Free to use
Relevant legal definitions










































Clauses













































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Construction

Healthcare

Financial Services

Logistics and Transportation

Energy

Telecommunications

Software and IT

Consumer Goods

Agriculture

Real Estate

Media and Entertainment

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Sales

Compliance

Risk Management

Business Development

Supply Chain

Account Management

Project Management

Executive Leadership

Administration

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Contract Manager

Business Development Manager

Chief Financial Officer

Operations Director

Sales Director

Compliance Officer

Risk Manager

General Counsel

Managing Director

Supply Chain Manager

Account Manager

Project 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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