Perjanjian kerjasama

We draft, review and negotiate cooperation agreements under Dutch law: agency, distribution, franchise and joint venture agreements. We act for principals and agents, suppliers and distributors, franchisors and franchisees, Dutch and international. The first step is a short discussion of the relationship you have in mind or the agreement you already signed.

Kadar pelanggan Law & More 9.6 daripada 10 pada Klantenvertellen, platform ulasan Belanda (81 ulasan, sehingga Oktober 2026).

Apa yang kita boleh bantu?

• choosing the right model: agency, distribution, franchise or joint venture;
• drafting or reviewing a commercial agency agreement;
• exclusive or selective distribution agreements, in line with competition law;
• franchise agreements and the pre-contractual information under the Dutch Franchise Act;
• a contractual joint venture or a joint venture company with a shareholders' agreement;
• termination, notice periods and goodwill indemnity claims;
• disputes about exclusivity, non-compete clauses or performance targets.

Which type of cooperation agreement suits your business?

The right model depends on who sells to the customer, who bears the commercial risk and how much control you want. An agent negotiates in the principal's name, a distributor buys and resells for its own account, and a franchisee runs its own business under your formula.

That choice has legal consequences. The commercial agency agreement and the franchise agreement have their own statutory rules, many of them mandatory. The distribution agreement is not regulated by a specific statute, so the contract itself and general contract law decide. In a joint venture, the parties share control and results, either by contract or through a joint company. Our overview of jenis perjanjian komersial sets out the main differences.

Which rules protect a commercial agent?

The commercial agency agreement is regulated in Article 7:428 and following of the Dutch Civil Code, based on an EU directive. Many of these rules protect the agent and cannot be set aside to the agent's detriment.

A commercial agency agreement for an indefinite period can be terminated with a notice period of at least four months. After three years the minimum is five months, and after six years six months (Article 7:437). The notice period for the principal may not be shorter than that for the agent.

After the agreement ends, the agent can be entitled to a goodwill indemnity for the customers it brought in (Article 7:442). The indemnity is capped at one year's remuneration, based on the average over the last five years. The agent loses the right if it does not claim within one year after the end of the agreement. A non-compete clause for the agent must be in writing and lasts at most two years (Article 7:443).

What should a distribution agreement cover?

A distribution agreement should set out the territory, any exclusivity, purchase targets, pricing, marketing duties, duration and termination. Because there is no specific statute, gaps are filled by general contract law and case law.

Competition law sets limits. The EU Vertical Block Exemption Regulation (Regulation 2022/720) exempts most supply and distribution agreements if the market shares of supplier and buyer each stay below 30 percent. Fixing the resale price and certain absolute territorial restrictions remain prohibited. The Netherlands Authority for Consumers and Markets (ACM) enforces these rules under the Dutch Competition Act. An indefinite distribution agreement can usually be terminated, but often only with a reasonable notice period. See our article on the perjanjian pengedaran.

Apakah yang dikehendaki oleh Akta Francais Belanda?

Since 1 January 2021, the franchise agreement is regulated in Title 16 of Book 7 of the Dutch Civil Code. The franchisor must give the prospective franchisee specific information, after which a standstill period of at least four weeks applies before signing.

The information includes the draft franchise agreement and information on the fees and costs the franchisee will have to pay. During the four-week period, the franchisor may not conclude the agreement or change its terms to the franchisee's detriment (Article 7:914). The agreement must also address how goodwill is dealt with when it ends.

A post-term non-compete clause is only valid within strict limits under Article 7:920. It may last at most one year and must be limited to competing goods or services and to the premises or area from which the franchisee operated. The statutory text is available on wetten.overheid.nl. Read more in our article on the perjanjian francais.

How do you structure a joint venture?

A joint venture can be purely contractual or take the form of a joint company, usually a BV. In a joint company, a shareholders' agreement records how decisions are taken and how the parties can exit.

Key topics are the contributions of each party, decisions that require unanimity, deadlock solutions, dividend policy, transfer restrictions and exit mechanisms. A joint venture can also be subject to merger control if it performs all the functions of an independent business. See our guide to shareholders' agreements.

Bagaimana bekerja dengan Law & More bekerja?

1. Introductory meeting: we discuss the commercial plan, the parties and the markets involved.
2. Advice and cost estimate: we advise on the model and the key terms, with a budget for the documents.
3. Approach and negotiation: we draft the cooperation agreement and negotiate it with the other party.
4. Proceedings or completion: we finalise the agreement or, in a dispute, conduct negotiations and proceedings.

What does a cooperation agreement cost?

Our hourly rate is 250 to 350 euros excluding VAT for a lawyer and 300 to 400 euros excluding VAT for a partner. We agree the rate in advance and can give a budget for drafting or reviewing an agreement.

The introductory meeting is free of charge. A one-off advice meeting without further assistance costs 300 euros including VAT. In a dispute, court fees (griffierecht) and bailiff's costs are charged separately. Legal aid via the Legal Aid Board (Raad voor Rechtsbijstand) exists, but we do not work on that basis.

Siapa yang mengendalikan kes anda?

Cooperation agreements are handled by our corporate lawyers Tom Meevis, pengasas dan rakan kongsi pengurusan, dan Ruby van KersbergenAnda boleh bertemu dengan seluruh pasukan di halaman pasukan.

Soalan lazim

What is the difference between an agent and a distributor?

An agent negotiates or concludes contracts in the name and for the account of the principal and earns a commission. A distributor buys the products itself and resells them at its own risk and margin. The agent enjoys statutory protection, including minimum notice periods and a goodwill indemnity. A distributor depends mainly on the contract and general contract law.

Can a cooperation agreement be terminated at any time?

A cooperation agreement for a fixed term generally ends at the agreed date. An agreement for an indefinite period can usually be terminated, but with a reasonable notice period. For commercial agency agreements the law sets minimum periods of four to six months, depending on the duration. Too short a notice period can lead to a claim for damages.

Is an agent entitled to compensation when the agreement ends?

Often, yes. Under Article 7:442 of the Dutch Civil Code, the agent can claim a goodwill indemnity if it brought in new customers or significantly increased business with existing ones. The amount is capped at one year's remuneration based on the average of the last five years. The claim must be made within one year after the end.

Does the Dutch Franchise Act apply to existing franchise agreements?

The Act entered into force on 1 January 2021 and applies to new franchise agreements. For agreements that already existed, most provisions became applicable after a transition period. This means that the Act now governs nearly every franchise relationship in the Netherlands. Check older agreements against the statutory rules on information, goodwill and non-compete clauses.

Are exclusivity clauses allowed in a distribution agreement?

Exclusivity is generally allowed, provided the agreement stays within competition law. The Vertical Block Exemption Regulation exempts most agreements where both parties' market shares are below 30 percent. Resale price maintenance and certain bans on passive sales are not allowed. Larger players should have the clauses checked against the rules of the ACM and the European Commission.

What happens in a deadlock in a joint venture?

Without arrangements, a deadlock can paralyse the joint venture and lead to court proceedings. A good shareholders' agreement provides an escalation route, for example to senior management or mediation. As a final step, a buy-sell mechanism or a right to exit can resolve a lasting deadlock. These clauses are far easier to agree at the start than in a conflict.

Ragu-ragu tentang kedudukan anda? Beritahu kami tentang situasi anda. Kami akan memberitahu anda dalam masa satu hari bekerja apakah pilihan anda. Gunakan kami borang hubungan ini, , hubungi +31 40 369 06 80 atau e-mel info@lawandmore.nl.

Law & More, Marconilaan 13, 5612 HM Eindhoven (+31 40 369 06 80) dan lokasi lawatan Pietersbergweg 291, 1105 BM Amsterdam (+31 20 369 71 21). Tersedia Isnin hingga Jumaat 08:00-22:00, Sabtu dan Ahad 09:00-17:00.

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