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The Resale Price Maintenance Agreement is utilized when a supplier wishes to provide recommended resale prices to its resellers while ensuring compliance with competition law. This document is particularly relevant in the Netherlands, where both national and EU competition laws apply strictly to vertical pricing arrangements. The agreement carefully balances commercial interests with legal compliance, explicitly stating that all pricing recommendations are non-binding and that resellers maintain complete freedom to set their own prices. It includes specific provisions required under Dutch law and EU regulations, compliance mechanisms, and safeguards against anti-competitive practices. This document is crucial for businesses operating distribution networks in the Netherlands and must be carefully drafted to avoid potential competition law violations.

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

2. Background: Context of the agreement, business relationship, and acknowledgment of applicable competition law framework

3. Definitions: Key terms including Products, Recommended Resale Price, Territory, and other relevant definitions

4. Appointment and Scope: Terms of the reseller's appointment and the territory/market coverage

5. Pricing Provisions: Clear stipulations about recommended prices, pricing freedom, and prohibited practices

6. Compliance Requirements: Specific obligations regarding competition law compliance and prohibited practices

7. Supply Terms: Terms and conditions for the supply of products, including ordering process and delivery

8. Quality Standards: Requirements for maintaining product quality and brand reputation

9. Marketing and Promotion: Guidelines for marketing activities and use of promotional materials

10. Term and Termination: Duration of the agreement and termination provisions

11. Confidentiality: Protection of confidential information exchanged between parties

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