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Independent Sales Rep Agreement Template for Belgium

This document establishes a commercial relationship between a company (Principal) and an independent sales representative under Belgian law, governed by the Belgian Commercial Agency Law of 1995. It defines the terms under which the representative will promote and sell the Principal's products or services, including territory rights, commission structure, performance expectations, and compliance requirements. The agreement carefully maintains the independent contractor status while providing comprehensive coverage of rights, obligations, and termination provisions in accordance with Belgian legal requirements and EU directives.

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What is a Independent Sales Rep Agreement?

The Independent Sales Rep Agreement is essential for companies seeking to expand their sales reach in Belgium through external sales representatives without creating an employment relationship. This document is structured under Belgian law, particularly the Commercial Agency Law of 1995, and provides a comprehensive framework for managing independent sales relationships. It is used when a company wants to engage sales professionals as independent contractors rather than employees, defining crucial elements such as territory rights, commission structures, performance expectations, and compliance requirements. The agreement ensures protection for both parties while maintaining compliance with Belgian commercial law and EU regulations regarding commercial agency relationships.

What sections should be included in a Independent Sales Rep Agreement?

1. Parties: Identification of the Principal company and the Independent Sales Representative, including full legal names, registration details, and addresses

2. Background: Context of the agreement, nature of the Principal's business, and purpose of engaging an independent sales representative

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

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, territory definition, and products/services covered

5. Independent Contractor Status: Clear establishment of independent contractor relationship, disclaimer of employment relationship, and tax/social security responsibilities

6. Rights and Obligations of the Representative: Detailed responsibilities, sales targets, reporting requirements, and professional conduct expectations

7. Rights and Obligations of the Principal: Support to be provided, product information, training, and principal's commitments

8. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission entitlement

9. Intellectual Property: Usage rights of trademarks, trade names, and other IP during the agreement term

10. Confidentiality: Protection of business secrets, customer information, and confidential data

11. Term and Termination: Duration, renewal terms, notice periods, and grounds for termination as per Belgian law

12. Post-Termination Obligations: Return of materials, final commission payments, and transition requirements

13. Governing Law and Jurisdiction: Specification of Belgian law application and competent courts

What sections are optional to include in a Independent Sales Rep Agreement?

1. Non-Compete Clause: Restrictions on competitive activities during and after the agreement, used when protecting customer relationships is crucial

2. Performance Targets: Specific sales targets and consequences of meeting/missing them, used for performance-based relationships

3. Customer Development: Rules for developing and managing customer relationships, used when customer ownership is important

4. Product Training: Requirements for product knowledge and training, used for technical or complex products

5. Expenses and Reimbursement: Terms for business expense coverage, used when representative incurs significant costs

6. Sub-agents: Rules for appointing sub-agents, used when allowing delegation of duties

7. Insurance Requirements: Specific insurance coverage requirements, used in high-risk or regulated industries

8. Data Protection: GDPR compliance measures, used when handling personal data is significant

9. Marketing and Advertising: Guidelines for promotional activities, used when rep conducts marketing

What schedules should be included in a Independent Sales Rep Agreement?

1. Schedule 1 - Territory Definition: Detailed description of geographical territory or customer segments assigned

2. Schedule 2 - Product List: Complete list of products/services covered by the agreement with specifications

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type

4. Schedule 4 - Sales Targets: Specific performance metrics and targets for evaluation

5. Schedule 5 - Reporting Templates: Standard forms for sales reports and activity documentation

6. Schedule 6 - Operating Procedures: Detailed procedures for order processing, customer service, and support

7. Appendix A - Approved Marketing Materials: List of authorized marketing materials and usage guidelines

8. Appendix B - Customer List: List of existing customers and any special arrangements

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

Sales Agreement

Sector

Sales

Cost

Free to use

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