This is an example template for an agency agreement under Belgian law. It should more or less comprise all elements that are recommended to be addressed, of course how they are addressed is subject to negotiation between the parties. The document therefore can serve as a guideline for the negotiations. Note: do not commercialize this template. Note: consider seeking legal help in using the template if you find yourself short of "legal savvy" in that area.

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MUTUALLY NON-EXCLUSIVE
COMMERCIAL AGENCY
AGREEMENT
BETWEEN
On the one hand
XXX, a limited liability company (“<corporate form in the local language>”)
incorporated under <jurisdiction of incorporation> law, having its corporate seat
at yyy, BELGIUM, registered in the central register of enterprises (KBO) by the
number 0nnn.nnn.nnn (<location “griffie”>) and with VAT number BE
0nnn.nnn.nnn,
Hereinafter referred to as the Principal or XXX
Herein duely represented by <representative>, in his capacity of <capacity>
and/or <representative>, in his capacity of <capacity>, who declare(s) and
guarantee(s) that he/they can duely represent XXX
On the other hand
YYY, a limited liability company (“BVBA”) incorporated under Belgian law, having
its corporate seat at yyy, BELGIUM, registered in the central register of
enterprises (KBO) by the number 0nnn.nnn.nnn (<location “griffie”>) and with
VAT number BE 0nnn.nnn.nnn,
Hereinafter referred to as the Agent or YYY
Herein duely represented by <representative>, in his capacity of <capacity>
and/or <representative>, in his capacity of <capacity>, who declare(s) and
guarantee(s) that he/they can duely represent YYY
XXX and YYY separately can be referred to as a Party. XXX and YYY jointly can be
referred to as the Parties.
THE FOLLOWING HAS BEEN STATED
XXX produces a number of products in amongst others the following ranges: <product
ranges>. Information on its products and services can amongst other be found on the
website www.XXX.com.
YYY is active in a range of activities amongst which <range of activities> and
intermediary services in the <sector relevant fort his agreement> sector. Information on
its products and services can be found on the website www.YYY.com.
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YYY continues to provide its range of services, the services under this Agreement will
only be a part of that. Nevertheless, Parties acknowledge that that does not hinder the
qualification of YYY as commercial agent.
YYY is amongst others active on the region of <region>. YYY mainly operates and will
operate its business from its Belgian establishment.
XXX wants to engage YYY in the distribution of its products to (potential) customers
established or active in the region mentioned.
YYY and XXX see mutual benefits in a cooperation and that is why they have come to
this agreement setting out the terms and conditions of this cooperation.
In their relations to eachother Parties will act dutifully and in good faith.
THE FOLLOWING IS AGREED UPON
Article 1 : Object
The Agent will on an independent, continuous but non-full time, two-way non-exclusive
basis intermediate in the region of <region> in the sale of (part of) the Principal’s
products and services.
Article 2 : Term
2.1. Basic
This Agreement is of indetermined term. It starts at the date of execution by both Parties,
and as the case may be the last Party, of this document.
2.2. Dissolution
This agreement is automatically dissolved
- in case the corporation of one of the Parties is dissolved, voluntarily or as a
consequence of the law for example (under Belgian law) in case of bankruptcy;
- in case a Party is declared bankrupt or a similar state of insolvency;
- in case the legal or factual control over a Party changes for example due to a
transfer of equity; or
- <other dissolution conditions>.
The Party aware of such condition shall inform the other Party.
2.3. Termination for convenience
Each Party can terminate this Agreement by the end of a calendar year by giving at least
three (3) months prior written notice. This will only be possible for the first time by the
end of the first full year this Agreement is in force.
2.4. Termination for cause
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Either Party may terminate this Agreement in writing with immediate effect, without
necessity for judicial action prior to the exercise of the right to termination of this Article,
- in the event of a Force Majeure Event continuing for a period of more than three
(3) months;
- in the event a Party is in material breach of this Agreement and either that breach
is not capable of remedy or, if the breach is capable of remedy, the Party in
breach has failed to remedy the breach within thirty (30) days after receiving
written notice of default requiring it to do so.
Artikel 3 : Remuneration
3.1. Entitlement to remuneration
The Agent is entitled to a commission on commercial transactions concluded during the
period covered by the agency contract:
(a) where the transaction has been concluded as a result of his action; or
(b) where the transaction is concluded with a third party whom he has previously
acquired as a customer for transactions of the same kind;
There is a presumption that a transaction is concluded as the result of the action of the
Agent in the following cases:
- the agreement between the Principal and a customer which has its corporate
seat or factual headquarters in a country in the Region is concluded during the
term of this Agreement or six month after its end and
o the Agent has a prior agreement with that customer to provide his
services e.g. as a consultant;
o the Agent can prove to have contacted that customer in writing (which
includes email) referring to the Principal as provider of the products or
services in scope, prior to the customer’s transanction with the Principal;
or
o the Agent has prior informed the Principal in writing of contacts with that
customer or an affiliate of that customer; or
- the agreement between the Principal and a customer which has a significant
activity in a country in the Region is concluded during the term of this Agreement
or six month after its end, and the transaction is in whole or in part meant for the
Principal to deliver or deploy products or services in scope in the Region, and
o the Agent has a prior agreement with that customer or one or more of its
establishments or affiliates in the Region to provide his services e.g. as a
consultant;
o the Agent can prove to have contacted one or more of that customer’s
establishments or affiliates in the Region in writing (which includes email)
referring to the Principal as provider of provider of the products or
services in scope, prior to the customer’s transanction with the Principal;
or
o the Agent has prior informed the Principal in writing of contacts with that
customer’s establishments or affiliates in the Region.
The Principal has to inform the Agent of his entitlement to commission as soon as he is
aware of it.
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In case there are two agents that are potentially entitled to the commission, the
entitlement of the agent that first contacted the customer if and when the Principal has
prior and duely notified the Agent of such other contacts. In case multiple agents
contacted the same customer, the Principal could not have reasonably prior informed the
Agent, but still informed as soon as possible, the Agent’s entitlement to commission is
reduced to half. In the other cases, the Principal may be confronted with multiple
entitlement of agents.
3.2. Commission
The Agent is entitled to a commission of <percentage> percent of the price of the
commercial transaction.
The price as basis for the commission is the highest of the following:
- the price the Agent has been able to negotiate with the customer if and when it is
not below the price in the next bullet; and
- the price the Principal set in the information he has provided to the Agent;
disregarding any reductions, rebates, abatements, drawbacks, or other discounts
granted by the Principal to the customer.
That price does not include the transportation costs, taxes or levies.
The Principal has to provide the Agent with all information required to duely calculate the
commission.
3.3. Commission due and actionable
The commission is due and actionable as soon as the commercial transaction between
the Principal and the customer
- is concluded;
- is executed, partially or in whole, by one party, and/or
- should have been concluded, but is not and the Principal has not communicated
in writing a good economic reason for the non-conclusion within 15 calendar
days after the Agent has queried such reason.
Any event thereafter cannot affect the Agent’s commission, unless expressly stated
otherwise in this Agreement.
The Principal has to inform the Agent that a commission is due and actionable as soon
as he is aware of it.
3.4. Invoice
The Agent will invoice the commission to the Principal at the lastest the fifth business
day of the month following the moment the commission is due and actionable.
The Principal has to provide the Agent with all information the Agent may require to
duely invoice the commission.
The Principal shall raise any protest against an invoice, in whole or in part, within fiteen
(15) calendar days after receiving it. Any protest thereafter will considered to be too late
and void of consequences.
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3.5. Taxes
All prices laid down in the Agreement are excluding Value Added Tax (VAT). The
Principal shall pay all taxes and levies imposed by any governmental and local authority
by reason of the performance of the Services, except taxes imposed on the net income
of the Agent.
3.6. Payment
The Principal will pay the commission
- within fifteen (15) calendar days after receipt of a correct invoice;
- via wire transfer and/or at the corporate seat of the Agent;
In case of late payment interest on the commission will automatically and without
requirement of any formality be due at the interest rate for late payment between
merchants as determined under Belgian law.
3.7. Extinguish
The entitlement to commission extinguishes if and when the commercial transaction
between the Principal and the customer cannot be executed due to a Force Majeur
Event that inhibits the execution of the transaction for at least three (3) consecutive
months.
If entitlement to commission extinguishes the Agent will re-emburse the Principal for the
received commission within one month of the establishment of the extinguishing.
Article 4 : In tuitu firmae
4.1. Principle
Neither party shall assign or transfer any right, obligation or the position of them
stemming therefrom to a third party without prior written consent from the other party.
4.2. Sub-agents
The Agent may – under his own responsibility – appoint sub-agents, contractors or
freelancers. They have no relationship to the Principal.
Article 5 : Activities of the Agent
5.1. Intermediation
The Agent will
- contact potential customer for the Principal, as the case may be in the context of
an assigment the Agent has as a service provider to such potential customers;
- present potential customer for the Principal with the products and services the
Principal provides, as specified in an annex to this Agreement.
The above mentioned intermediation activities, apart and together, are herein referred to
as the Assignment of the Agent.
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The Assignment of the Agent is limited to the region of <region> (described in further
detail in annex), hereinafter the Region.
5.2. Representation (non)
In principle, the Agent is no representative of the Principal. The Agent will have neither
the right nor the authority to enter into obligations, expressly or tacitly for the account of
the Principal, and will not be authorized to represent the Principal as its intermediary
except by express written mandate.
The Agent is explicitly empowered to and may act as follows:
- negotiate a price with the potential customer of the Principal, within the range the
Principal sets for the Agent and under the reservation that the Principal has to
confirm,
- start up negotiations with the potential customer based on the documentation
provided by the Principal and under the reservation that the Principal has to
confirm.
5.3. Publicity
No press releases, public announcements or public disclosures relating to the
Agreement, including but not limited to promotional or sales material, will be issued by
either of the Parties without the express prior written consent of the other Party.
5.4. Delcredere (non)
The Agent is not accountable, responsible or liable for the solvability of a third party /
customer. This includes amongst others that the Agent does not check the financial
information of the potential customers.
5.5. Information and materials
The Principal will provide the Agent with the information and materials necessary and
useful for the proper execution of the Agent’s Assignment. This includes amongst others
any changes to the information already provided. The basic information to be provided is
described in annex.
The Agent can request any additional information from the Principal, which shall
provided that information, unless it has and communicates a good reason not to provide
that information.
5.6. One point of contact
The Principal appoints a duely authorized representative as the single point of contact
for the Agent.
5.7. Reporting
The Agent will report on his activities, if any, on a regular basis. If and when he contacts
prospects he will insert that in his report.
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Article 6. Exclusivity (non)
The Principal is not the exclusive principal for which the Agent intermediates. The Agent
may enter into (similar) agreements with providers of competing products and services
as the Principal.
The Agent is not the exclusive agent which the Principal deploys, not even for the
Region in which the Agent will be active.
The Principal may enter into (similar) agreements with agents of competing
intermediation services as the Agent. The Principal will prior notify the Agent if and when
he enters in an agreement with another agent for the same Region.
The Principal may also enter directly into purchase agreements with customers in the
Region or that have an effect in the Region (e.g. via the network or establishments of the
customer). The Principal will promptly notify the Agent of any contacts that may lead to
such a deal.
The Agent will not undermine the actions of other agents of the Principal nor the
Principal in contacting potential customers for example by challenging their authority or
their reputation.
The Principal warrants and guarantees that other agents that may compete with the
Agent are cq. will be bound by a similar commitment in favor of the Agent.
The Principal commits to, warrants and guarantees that he himself will not undermine
the actions of the Agent in contacting potential customers.
Article 7. Confidentiality
The Parties treat any company or trade secrets and other confidential data they may get
acquainted with in relation to this Agreement confidentially, both during this Agreement
or after its termination.
As company and/or trade secrets Parties qualify at least the following:
- internal pricing and margins
- xxx
Documents exchanged between the Parties are considered to be non-confidential,
unless they clearly are confidential or they are expressly marked as confidential.
Clearly not confidential are:
- Information in the public domain or information which has legitimately been made
public without contravening the present Agreement or any other law or regulation
that protect business secrecy;
- Information legitimately received from third parties, insofar as these third parties
are not themselves subject to a duty to observe secrecy;
- Information, which has been developed or discovered completely independently
of the other Party and without breaching condifentential of the other Party.
Article 8. Liability
A Party is not liable for anything not stated expressly in this Agreement.
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The Parties will meet their commitments with their commercial best efforts
(“middelenverbintenis”), unless this Agreement states otherwise. Neither Party will be
liable either in whole or in part vis-à-vis the other Party for any default or delays in the
performance of their respective obligations to the extent such default or delay was
caused by a Force Majeure Event such as (to the extent this is not attributable to the
Party claiming protection of this Article) an act of God, governmental act (other than a
Change in the Applicable Laws and Regulations), war, fire, flood, explosion or civil
commotion.
The liability of the Agent is limited to the direct consequence of any fault under this
agreement, excluding amongst others any indirect damages in any form, including but
not limited to loss of goodwill of the affected Party, loss of business opportunity of the
affected Party, loss of (anticipated) savings of the affected Party, and any reputation
damage of the affected Party arising out of or in any manner relating to this Agreement.
The liability of the Agent is limited to the amounts due and received as commission
under this Agreement by the Agent in the year proceeding the claim.
The Parties will inform each other of any potential claim for breach or non-performance
in connection with this Agreement as soon as reasonably possible (for information
purposes only).
Neither Party to this Agreement may assert by written notice against the other Party any
claim for breach or non-performance in connection with this Agreement unless the
asserting Party has given the other Party written notice of the event giving rise to liability
within six (6) months after the asserting Party first knew or should have known of such
event.
For the purposes of the limitations of liability set forth in this Article, all references to
either Party shall be deemed to include such Party together with all of its subsidiaries
and Affiliates and its and their respective Representatives.
Article 9. Independence
This Agreement will be executed by the Parties in independence. Nothing in this
Agreement is intended or shall be deemed to constitute a partnership or a master and
servant relationship between the Parties.
The Agent can organize his activities, both within and outside of this Agreement, as he
pleases.
All documents, correspondence, instructions, and negotiations between the Parties have
to be construed as a necessary instrument in the execution of the Agreement and not as
an expression of any dependency.
Article 10. Compliance
Each Party is accountable and responsible for its compliance with the applicable
legislation and regulation such as tax, social security, registration, etc. If that requires an
action from the other Party, Parties can give eachother reasonable instructions.
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Article 11. Waiver
The fact that one of the Parties fails to exercise or enforce its rights under the
Agreement vis-à-vis the other Party will in no way constitute a waiver of its rights by that
Party.
Article 12. Severability
In the event that any one or more of the Articles of this Agreement shall, for any reason,
be held to be devoid, invalid, illegal or unenforceable,
- the Parties will be relieved of all obligations arising from that provision, but only in
so far as that provision is invalid, unlawful or unenforceable;
- such a provision shall be deemed several and the remainder shall remain in full
force and effect insofar as the remainder shall constitute a workable instrument
for the purpose of carrying out the intent of the parties; and
- the provision in question will be amended in so far as this is necessary in order to
make it valid, lawful or enforceable, without affecting the spirit of the Agreement.
Article 13. Applicable law
The formation, validity, construction and performance of this Agreement shall
be governed by the laws of Belgium.
Article 14. Entire agreement
The Agreement constitutes the full agreement between the Parties and supersedes
every agreement, offer or communication, verbal or written, exchanged or entered into
between the Parties prior to the date of the Agreement and relating to the same topic.
Any other (general or invoice) terms and conditions of the Parties do not apply.
There are no representations, warranties, conditions, terms or collateral contracts
affecting the transaction contemplated in this Agreement except as set out in this
Agreement.
Any amendment of this Agreement shall not be binding on the Parties unless set out in
writing, expressed to amend this Agreement and signed by authorised representatives of
each of the Parties.
Article 15. Dispute resolution
Discussions with regard to the validity, interpretation, or execution of this Agreement,
that are not resolved in an amicable way - can be subjected to arbitration. The arbitration
- will be conducted in English;
- will be vested in Brussels, Belgium;
- will be performed by a single arbiter;
- will – in as far as this Agreement does not diverge - follow the rules and
procedures of CEPANI (www.cepani.be);
- and its result will be final and binding upon the Parties.
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Only in case the Belgian law is interpreted as not allowing arbitration in commercial
agency case, discussions with regard to the validity, interpretation, or execution of this
Agreement, that are not resolved in an amicable way - can be presented to the courts
having jurisdiction over the domicile of the Agent.
Article 16. Communication.
English shall be used in connection with this Agreement and/or all the
notifications required by the parties unless otherwise agreed upon.
For the execution of this Agreement Parties choose the addresses at the beginning of
this Agreement as their domicile.
Correspondence via mail (postal services), fax and email will be considered “in writing”
under this agreement. However,
- for fax that will only be so in case there is a confirmation that the fax has been
sent which includes at least the first page of the fax message.
- for email that will only be so
o when the recieving Party has acknowledged receipt within 48 hours or
o in case such acknowledgement was not timely received, when the same
email has been forwarded to both the primary and the secondary
emailaddress (see hereunder)
- a mail will only be considered as received seven (7) working days after it has
been sent which is proven by the postal stamp;
All correspondence, faxes or other written communication concerning this Agreement, is
to be sent to the following coordinates:
For XXX For YYY
Attn: (contact) Attn.: (contact)
Mail: domicile (see higher) Mail: domicile (see higher)
Fax: xxx Fax: xxx
Email: xxx Email: xxx
Secondary email: xxx Secondary email: xxx
Invoices are to be addressed to:
For XXX
Attn.: Accounting Department
Mail: domicile (see higher)
Fax: xxx
Email: xxx
Changes to the above particulars will be notified in writing.
The agreement is drafted in two orgininal executions and each Party acknowledges to
have received one originally executed document.
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On behalf of XXX On behalf of YYY
(date + sign with “read and approved”) (date + sign with “read and approved”)
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Annex: Products and services in scope of the Assignment
xxx
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Annex: the Region
e.g. Africa
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Annex: Basic information and materials to be provided by the Principal
A catalog of the products and services in scope
Pricelist(s) and/or price range(s) for the products and services in scope
Brochures of products and services in scope which the Agent may hand over to
potential customers - paper
Brochures of products and services in scope which the Agent may hand over to
potential customers – digital (pdf)
Sample(s) of the products in scope which the Agent can use for demonstration
purposes
Sample(s) of the products in scope which the Agent can (in reasonable amounts)
hand out to potential customers
Small representation gifts bearing the brand of the Principal which the Agent can
(in reasonable amounts) hand out to potential customers subject to the anti-bribery
policy of the Principal:
o pens
o stationary
o basebal caps
o T-shirts
o <other>
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