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The Commission Distribution Agreement is a critical document for businesses establishing distribution networks in Belgium or expanding their European presence. This agreement type is specifically regulated under Belgian law, which provides strong protections for distributors and agents, particularly regarding termination rights and goodwill compensation. The document must comply with the Belgian Commercial Agency Law of 1995 and relevant EU directives, making it more protective of distributor rights compared to many other jurisdictions. It's essential for companies seeking to establish indirect sales channels while maintaining control over their product distribution and brand representation. The agreement covers crucial aspects such as commission calculations, territorial rights, performance obligations, and mandatory legal provisions, while also addressing reporting requirements and compliance with local regulations.

1. Parties: Identification of the Principal and the Distributor, including full legal names, registration details, and registered addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the distribution arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products, Commission, and other relevant terms

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, territory definition, and scope of distributor's authority

5. Distributor's Rights and Obligations: Core responsibilities including promotion, reporting, compliance with laws, and maintaining customer relationships

6. Principal's Rights and Obligations: Obligations regarding product supply, support, training, and information provision

7. Commission Structure: Detailed commission calculation, payment terms, and conditions for commission entitlement

8. Reporting and Payment: Requirements for sales reporting, commission statements, payment timing, and audit rights

9. Intellectual Property: Usage rights for trademarks, trade names, and other IP, including restrictions and protections

10. Confidentiality: Provisions protecting confidential information exchanged during the relationship

11. Duration and Termination: Contract term, renewal provisions, and termination rights (must comply with Belgian law requirements)

12. Post-Termination: Rights and obligations after termination, including commission on pending transactions and return of materials

13. Indemnification: Mutual indemnification provisions and goodwill compensation as required under Belgian law

14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution