Legal advice on the agreement should be sought by both the representative and the contracting entity, independently of duly qualified practitioners, in order to ensure that all aspects are covered and fully understood. An agency contract concluded for an indefinite period or for a fixed period with the right to terminate the contract prematurely may be terminated by the intermediary and the contracting entity, in accordance with the agreed notice periods. According to the law, these cannot be less than one month for the first year of the agency contract, two months in the second year and three months in subsequent years. If, in the commercial agent contract, the parties agree on longer periods, these must not be shorter for the contracting entity than for the commercial agent. Another important judgment that underlines the importance of the applicable law is the so-called UNAMAR judgment. The consequence of that judgment is that a Netherlands principal, who appoints a Belgian representative and chooses a right in favour of Netherlands law, is not obliged to subject the client to the wider protection of the agent under Belgian law, unless the Belgian court decides that the increased protection of the Belgian representative serves a fundamental national interest. According to the Court of Justice of the European Communities, this last point is not easily plausible. The main rule therefore remains that the mediation contract is in principle governed solely by the law established by the Treaty. To avoid any misunderstanding, it is of the utmost importance to include the applicable law in the treaty in the clearest possible way, in order to avoid any dispute about it and so that you know where you stand.
One of the important features of agency contracts is the right to client fees (in practice called goodwill fees) that the commercial agent may have at the end of the brokerage contract. In accordance with Article 7:442 of the Dutch Civil Code, a sales representative is entitled to a customer fee at the end of the agency contract, when the agency contract is terminated, a commercial agent contract means a contract by which the client (the manufacturer/customer) orders the commercial agent and obliges the contracting authority to provide intermediary services for a fixed or indefinite period and for remuneration when concluding contracts and to conclude such services in the name and on behalf of the contracting entity, without being attached to the contracting authority (§ 7:428 of the Dutch Civil Code). . . . .