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The Exclusive Sales Agency Agreement is a crucial commercial contract used when a business (principal) wishes to appoint an exclusive representative to promote and sell its products or services in a specific territory under Dutch law. This agreement is particularly important in the Netherlands and EU context, where commercial agents enjoy significant legal protections. The document comprehensively addresses key aspects including exclusivity rights, commission structures, performance criteria, and termination provisions, while ensuring compliance with Dutch Civil Code Book 7 and relevant EU directives. It's especially relevant for businesses expanding their sales operations through agents rather than employees or distributors, and includes specific provisions for territory protection, commission calculations, and post-termination arrangements as required under Dutch law.

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

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive sales agency relationship

3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products, Customers, Commission, etc.

4. Appointment and Scope: Express appointment of the Agent as exclusive sales agent, definition of territory and products covered

5. Duration and Termination: Term of the agreement, renewal provisions, and grounds for termination in compliance with Dutch law

6. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, compliance with laws, and customer service

7. Principal's Rights and Obligations: Obligations regarding product supply, support, training, and information provision

8. Exclusivity Provisions: Terms of exclusivity, including territorial restrictions and non-compete obligations

9. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility

10. Intellectual Property: Usage rights for trademarks, logos, and other IP during the agreement term

11. Confidentiality: Protection of confidential information and trade secrets

12. Post-Termination Provisions: Obligations after termination, including compensation/indemnity under Dutch law

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes