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The Independent Sales Rep Contract is essential for companies looking to expand their sales presence through independent contractors rather than employees in the Netherlands. This document is particularly relevant when a business wants to engage sales representatives while maintaining their independent status under Dutch law. It covers crucial aspects such as commission structures, territorial rights, performance expectations, and compliance with both Dutch national law and EU directives. The agreement is designed to protect both parties' interests while ensuring proper classification of the relationship as a genuine independent contractor arrangement, avoiding potential misclassification risks under Dutch employment law. Key considerations include adherence to the Dutch Civil Code provisions on commercial agency and service agreements, as well as competition law requirements.

1. Parties: Identification of the principal company and the independent sales representative, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the principal's business, and the purpose of engaging an independent sales representative

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

4. Appointment and Territory: Scope of the appointment, definition of exclusive/non-exclusive territory, and any territorial restrictions

5. Independent Contractor Status: Clear statement of independent contractor relationship and explicit disclaimer of employment relationship

6. Duties and Responsibilities: Detailed obligations of the sales representative, including sales targets, reporting requirements, and professional conduct

7. Commission Structure: Calculation method, payment terms, conditions for earning commission, and any adjustments or deductions

8. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party

9. Intellectual Property Rights: Usage rights for trademarks, marketing materials, and other IP owned by the principal

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

12. Indemnification: Mutual indemnification obligations and liability limitations

13. General Provisions: Standard clauses including governing law, dispute resolution, entire agreement, and amendments