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Commercial Agency Agreement Template for Belgium

A Commercial Agency Agreement governed by Belgian law establishes a relationship between a principal and a commercial agent who promotes and sells the principal's products or services within a defined territory. This agreement is subject to the Belgian Law on Commercial Agency Agreements of 1995, which implements EU Directive 86/653/EEC, providing strong protective measures for commercial agents. The document outlines the parties' rights and obligations, commission structure, termination provisions, and post-termination compensation rights, all while ensuring compliance with Belgian mandatory provisions that cannot be contracted out of.

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What is a Commercial Agency Agreement?

The Commercial Agency Agreement is essential for businesses looking to expand their market presence through independent agents in Belgium and beyond. This document type is specifically regulated under Belgian law, which provides significant protection for commercial agents, including mandatory provisions for notice periods, commission rights, and post-termination compensation. The agreement details the appointment of an agent to promote and conclude sales of products/services, defining territory rights, commission structures, and operational procedures. It's particularly important to note that Belgian agency law, implementing EU Directive 86/653/EEC, contains numerous mandatory provisions that override any contrary contractual terms, making specialized legal knowledge crucial for proper drafting and implementation.

What sections should be included in a Commercial Agency Agreement?

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

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of agent's appointment, exclusivity status, and defined territory

5. Agent's Rights and Obligations: Detailed description of agent's duties, including promotion of products/services, reporting requirements, and compliance with principal's instructions

6. Principal's Rights and Obligations: Principal's duties including providing information, materials, and support to the agent

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

8. Post-Transaction Commission Rights: Rules regarding commission on transactions concluded after agreement termination

9. Reporting and Payment Terms: Procedures for reporting sales, calculating commission, and payment schedules

10. Intellectual Property: Protection and usage rights of principal's trademarks, logos, and other IP

11. Confidentiality: Obligations regarding confidential information and trade secrets

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

13. Indemnity and Compensation: Post-termination compensation and indemnity rights as per Belgian law

14. Data Protection: GDPR compliance and data handling requirements

15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

What sections are optional to include in a Commercial Agency Agreement?

1. Non-Compete Clause: Restrictions on agent's competitive activities during and after the agreement - optional but common, must comply with Belgian law limitations

2. Performance Targets: Specific sales or performance goals - include when the principal wants to set measurable objectives

3. Sub-Agents: Rules regarding appointment of sub-agents - include when sub-agents may be needed

4. Marketing and Advertising: Specific requirements for marketing activities - include when agent has significant marketing responsibilities

5. Training Requirements: Provisions for mandatory training - include when product/service requires specific expertise

6. Insurance: Requirements for professional liability insurance - include when dealing with high-value products or services

7. Force Majeure: Provisions for unforeseen circumstances - recommended but not mandatory

8. Stock Requirements: Rules regarding maintenance of stock - include only if agent will hold inventory

9. Del Credere Clause: Agent's guarantee of customer payment - include only if agent will assume customer credit risk

What schedules should be included in a Commercial Agency Agreement?

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agency agreement

2. Schedule 2 - Commission Rates: Detailed commission structure, including rates for different products/services and special conditions

3. Schedule 3 - Territory Description: Detailed description of geographical territory, including any excluded areas or customers

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

5. Schedule 5 - Principal's Branding Guidelines: Guidelines for use of principal's trademarks and marketing materials

6. Schedule 6 - Performance Metrics: Detailed KPIs and performance evaluation criteria if applicable

7. Appendix A - Principal's Standard Terms: Principal's standard terms and conditions for customer contracts

8. Appendix B - Compliance Procedures: Detailed compliance requirements and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Publisher

黑料视频

Document Type

Agency Agreement

Cost

Free to use

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