Commission Only Agreement Template for Netherlands

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Key Requirements PROMPT example:

Commission Only Agreement

"I need a Commission Only Agreement for our software company to engage sales representatives in the Netherlands and Belgium, with a tiered commission structure starting from March 2025, including specific provisions for SaaS product sales and renewal commissions."

Document background
The Commission Only Agreement is essential for businesses operating in the Netherlands that wish to engage independent sales representatives or agents on a commission-based compensation structure. This document type is particularly relevant when companies want to expand their sales force without increasing fixed costs, while ensuring compliance with Dutch commercial law and EU directives. The agreement carefully delineates the independent contractor status of the agent, preventing misclassification under employment law, while providing comprehensive coverage of commission structures, territory rights, and performance expectations. It's designed to protect both the principal company's interests and the agent's rights, incorporating necessary provisions required by Dutch legislation, including the Commercial Agency Agreement Act and relevant sections of the Dutch Civil Code.
Suggested Sections

1. Parties: Identification of the principal company and the commission agent, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the business relationship

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

4. Appointment and Scope: Details of the agent's appointment, territory, and scope of authorized activities

5. Commission Structure: Detailed explanation of commission rates, calculation methods, and qualifying transactions

6. Payment Terms: Timing and method of commission payments, including invoicing requirements and payment schedule

7. Rights and Obligations: Detailed responsibilities of both parties, including reporting requirements and performance standards

8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

9. Independent Contractor Status: Clear statement of the agent's status as an independent contractor, not an employee

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property: Rights and restrictions regarding the use of trademarks, logos, and other IP

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

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

Optional Sections

1. Non-Compete: Restrictions on competing activities during and after the agreement (include only if reasonable and necessary for business protection)

2. Training and Support: Details of any training or support provided by the principal (include if the principal offers specific support services)

3. Performance Targets: Specific sales or performance targets (include if minimum performance levels are required)

4. Insurance Requirements: Specific insurance coverage requirements (include if the agent needs particular insurance)

5. Data Protection: GDPR compliance provisions (include if personal data processing is involved)

6. Marketing and Promotion: Guidelines for marketing activities and use of promotional materials (include if agent will conduct marketing)

7. Dispute Resolution: Alternative dispute resolution procedures (include if parties prefer mediation before litigation)

8. Force Majeure: Provisions for unforeseen circumstances preventing performance (include if desired by either party)

Suggested Schedules

1. Commission Rates Schedule: Detailed breakdown of commission rates for different products/services or customer categories

2. Territory Definition: Detailed description or map of the geographical territory covered by the agreement

3. Products/Services List: Comprehensive list of products/services covered by the agreement

4. Reporting Templates: Standard formats for activity reports and commission calculations

5. KPI Metrics: Detailed performance indicators and measurement criteria

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

7. Company Policies: Relevant company policies that the agent must comply with

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

Real Estate

Financial Services

Insurance

Technology

Manufacturing

Wholesale Distribution

Professional Services

Telecommunications

Automotive

Consumer Goods

Marketing and Advertising

Software and SaaS

Industrial Equipment

Healthcare

Relevant Teams

Legal

Sales

Business Development

Human Resources

Compliance

Finance

Commercial Operations

Contract Administration

Risk Management

Partner Management

Relevant Roles

Sales Director

Business Development Manager

Commercial Director

Legal Counsel

Contracts Manager

Sales Operations Manager

Commission Agent

Independent Sales Representative

Account Executive

Sales Manager

Chief Commercial Officer

Regional Sales Director

Channel Manager

HR Director

Compliance Officer

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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