What is an agency agreement (agentuurovereenkomst) under Dutch law?

Dutch term: Agentuurovereenkomst | Legal basis: Articles 7:428-7:445 BW

A commercial agency agreement (agentuurovereenkomst) under articles 7:428 to 7:445 of the Dutch Civil Code is a contract under which an agent, as a self-employed intermediary, negotiates or concludes contracts on behalf of and for the account of a principal. The regime implements EU Directive 86/653/EEC and is largely mandatory.

The mandatory rules include minimum notice periods for termination (article 7:437), a goodwill indemnity on termination (article 7:442, capped at one year's average remuneration), commission entitlements (article 7:431), and restrictions on post-contractual non-compete clauses (article 7:443, maximum two years). These protections apply even where the contract is governed by non-EU law if the agent operates within the EU (CJEU, Ingmar, Case C-381/98).

Why it matters for international businesses

For foreign principals appointing a commercial agent for a Dutch or EU territory, the mandatory goodwill indemnity is the single most important rule to understand. It cannot be contracted away.