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Sales Representative Contract

Sales Representative Contract Template for Netherlands

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Key Requirements PROMPT example:

Sales Representative Contract

"I need a Sales Representative Contract under Dutch law for appointing an exclusive sales agent to cover Benelux and German markets for our medical devices, with a commission structure of 12% for new customers and 8% for existing customers, starting March 1, 2025."

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Document background
The Sales Representative Contract is essential for businesses operating in the Netherlands who wish to expand their sales operations through independent representatives rather than employed salespeople. This agreement type is specifically structured to comply with Dutch law, including the Dutch Civil Code (Burgerlijk Wetboek) and the implemented EU Directive on Commercial Agents (86/653/EEC). It defines critical aspects such as territory allocation, commission structures, performance expectations, and termination provisions. The document is particularly important as it helps distinguish the independent commercial relationship from an employment relationship, which is crucial for both legal and tax purposes under Dutch law. Companies should use this contract when engaging sales representatives who will act independently in promoting and selling products or services, whether in domestic Dutch markets or cross-border situations where Dutch law applies.
Suggested Sections

1. Parties: Identification of the principal company and the sales representative, including full legal names, addresses, and registration details

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

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

4. Appointment and Territory: Scope of the representative's appointment, designated territory, and any exclusivity provisions

5. Rights and Obligations of the Sales Representative: Core duties, performance standards, reporting requirements, and compliance obligations

6. Rights and Obligations of the Principal: Company's commitments, support to be provided, and information sharing obligations

7. Commission Structure: Detailed commission calculations, payment terms, and conditions for earning commission

8. Intellectual Property Rights: Usage rights for company trademarks, materials, and protection of intellectual property

9. Confidentiality: Protection of business secrets and confidential information

10. Term and Termination: Duration of agreement, notice periods, and grounds for termination

11. Post-Termination Obligations: Including return of materials, final commission payments, and transition arrangements

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

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

Optional Sections

1. Non-Compete Provisions: Restrictions on competing activities during and after the agreement - include when protection of customer relationships is crucial

2. Data Protection: GDPR compliance provisions - include when personal data processing is involved

3. Insurance Requirements: Specific insurance obligations - include for high-value products or regulated industries

4. Performance Targets: Specific sales targets and consequences - include when performance metrics are essential

5. Training and Support: Details of training provided - include for technical products or complex services

6. Sub-agents: Rights and conditions for appointing sub-agents - include when sub-delegation might be needed

7. Marketing and Advertising: Guidelines for marketing activities - include when representative will conduct marketing

8. Force Majeure: Provisions for unforeseen circumstances - include for long-term or international arrangements

Suggested Schedules

1. Schedule 1 - Product List: Detailed list of products/services the representative is authorized to sell

2. Schedule 2 - Commission Rates: Detailed commission structures, including any variations by product or customer type

3. Schedule 3 - Territory Description: Detailed description of geographical territory and any excluded accounts

4. Schedule 4 - Reporting Templates: Standard forms for activity reports and commission calculations

5. Schedule 5 - Sales Targets: Specific performance metrics and evaluation criteria

6. Appendix A - Company Policies: Relevant company policies the representative must comply with

7. Appendix B - Product Marketing Guidelines: Guidelines for product representation and marketing standards

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Business Day
Commission
Competing Products
Confidential Information
Customers
Effective Date
Existing Customers
Force Majeure Event
Intellectual Property Rights
Net Sales
New Customers
Order
Principal
Products
Prospective Customer
Quarter
Representatives
Sales Report
Sales Representative
Sales Targets
Services
Term
Territory
Trademarks
Working Hours
Year
Commission Period
Minimum Performance Requirements
Marketing Materials
Payment Terms
Protected Customers
Restricted Period
Sales Documentation
Termination Date
Non-Compete Period
Gross Margin
Contract Products
Agency Services
Clauses
Appointment
Territory Rights
Exclusivity
Commission
Payment Terms
Performance Requirements
Reporting Obligations
Non-Compete
Non-Solicitation
Confidentiality
Intellectual Property
Representations and Warranties
Independent Contractor Status
Term and Duration
Termination
Force Majeure
Indemnification
Insurance
Assignment
Data Protection
Product Training
Marketing Support
Customer Relations
Record Keeping
Audit Rights
Governing Law
Dispute Resolution
Entire Agreement
Severability
Notices
Amendment
Waiver
Good Faith
Post-Termination Obligations
Sub-Agents
Competition Compliance
Product Warranty
Marketing Materials Usage
Sales Targets
Commission Calculation
Territory Development
Relevant Industries

Consumer Goods

Industrial Manufacturing

Technology and Software

Professional Services

Medical and Healthcare

Construction and Building Materials

Automotive

Electronics

Fashion and Apparel

Food and Beverage

Chemical Products

Telecommunications

Financial Services

Real Estate

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

Contract Administration

Finance

Human Resources

Risk Management

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Operations Manager

Channel Manager

Regional Sales Manager

Independent Sales Representative

Commercial Agent

Sales Territory Manager

Chief Commercial Officer

Head of Sales

General Counsel

Compliance Officer

Industries
Dutch Civil Code Book 7, Title 7, Section 428-445: Contains specific provisions regarding commercial agency agreements, including mandatory rules about commission calculation, notice periods, and goodwill compensation
EU Directive 86/653/EEC: European directive on self-employed commercial agents, which has been implemented in Dutch law and provides minimum protection standards for commercial agents
Dutch Working Conditions Act (Arbeidsomstandighedenwet): Relevant for determining whether the sales representative qualifies as an employee or independent contractor
Dutch Competition Act (Mededingingswet): Regulates competitive aspects such as territorial restrictions and exclusivity arrangements
Dutch Act on Combating Sham Arrangements (Wet aanpak schijnconstructies): Relevant for ensuring the contract properly establishes a genuine independent contractor relationship rather than a disguised employment relationship
General Data Protection Regulation (GDPR/AVG): Applicable to personal data processing aspects of the sales representative's activities
Dutch Tax Legislation (Wet op de loonbelasting): Important for determining tax implications and proper classification of the relationship for tax purposes
Dutch Civil Code Book 6 (Contract Law): General contract law provisions applicable to all commercial contracts, including formation, validity, and termination of contracts
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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