Personal Management Agreement Template for Netherlands

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Key Requirements PROMPT example:

Personal Management Agreement

"I need a Personal Management Agreement for appointing a new CEO of our Dutch technology subsidiary, starting March 1, 2025, with comprehensive non-compete provisions and equity participation options."

Document background
The Personal Management Agreement is essential for organizations operating in the Netherlands that wish to engage professional managers outside of traditional employment relationships. This document is particularly relevant when companies need to establish clear management structures while maintaining flexibility in their organizational setup. It's commonly used for both executive and senior management positions, structured under Dutch law as a service agreement (overeenkomst van opdracht) rather than an employment contract. The agreement addresses crucial aspects including management duties, compensation, liability, and regulatory compliance, while ensuring alignment with Dutch corporate governance requirements and tax regulations. It's particularly valuable for international companies operating in the Netherlands, companies engaging management services through personal service companies, and organizations requiring specialized management expertise on a non-employment basis.
Suggested Sections

1. Parties: Identification of the company and the manager, including full legal names and addresses

2. Background: Context of the agreement and confirmation that this is a management agreement (overeenkomst van opdracht) and not an employment contract

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Scope of the appointment, effective date, and duration of the agreement

5. Duties and Responsibilities: Detailed description of the manager's role, authorities, and obligations

6. Time Commitment and Exclusivity: Expected time dedication and any exclusivity requirements

7. Remuneration and Expenses: Management fee, payment terms, expense reimbursement, and any variable compensation

8. Tax and Social Security: Tax treatment and confirmation of manager's responsibility for social security arrangements

9. Intellectual Property: Ownership and protection of IP created during the management relationship

10. Confidentiality: Protection of company information and trade secrets

11. Data Protection: GDPR compliance and data handling requirements

12. Liability and Indemnification: Scope of liability, insurance requirements, and indemnification provisions

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Post-Termination Obligations: Continuing obligations after agreement ends

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

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

Optional Sections

1. Corporate Governance: Required when the manager is also a statutory director (bestuurder), including provisions about shareholders' meetings and board relationships

2. Non-Competition and Non-Solicitation: Restrictions on post-termination activities, if applicable

3. Share Options or Equity Participation: Terms of any equity-based compensation or participation rights

4. Performance Metrics: Specific KPIs or performance evaluation criteria

5. International Travel: Provisions for international assignments or travel requirements

6. Training and Development: Professional development and training arrangements

7. Force Majeure: Provisions for handling unforeseen circumstances or events beyond parties' control

8. Substitute Performance: Terms for allowing the manager to delegate tasks or appoint substitutes

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific management duties and responsibilities

2. Schedule 2 - Remuneration Details: Detailed breakdown of management fee structure and any bonus arrangements

3. Schedule 3 - Expense Policy: Detailed policy regarding expense claims and reimbursement procedures

4. Schedule 4 - Company Policies: List of applicable company policies the manager must comply with

5. Appendix A - Power of Attorney: If applicable, specific powers granted to the manager

6. Appendix B - Insurance Requirements: Details of required insurance coverage

7. Appendix C - Data Processing Agreement: GDPR-compliant data processing terms if the manager processes personal data

8. Appendix D - Company Assets: List of company assets provided to the manager for performing duties

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

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Retail

Energy

Real Estate

Telecommunications

Media and Entertainment

Construction

Logistics and Transportation

Education

Hospitality

Consulting

Relevant Teams

Legal

Human Resources

Finance

Operations

Executive Office

Corporate Governance

Compliance

Administration

Corporate Secretary Office

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Chief Operating Officer

General Manager

Country Manager

Division Director

Department Head

Regional Manager

Project Director

Business Unit Manager

Portfolio Manager

Program Director

Interim Manager

Executive Consultant

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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