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Management Agreement for the Netherlands

Management Agreement Template for Netherlands

A comprehensive legal document governed by Dutch law that establishes the terms and conditions under which a managing director provides services to a company. This agreement outlines the director's duties, responsibilities, remuneration, and relationship with the company while ensuring compliance with Dutch corporate law, including the Dutch Civil Code and Corporate Governance Code. It addresses key aspects such as appointment terms, performance expectations, confidentiality obligations, and termination provisions, while maintaining a clear distinction from standard employment agreements.

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Management Agreement

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What is a Management Agreement?

The Management Agreement is a crucial document used in the Netherlands to formalize the relationship between a company and its managing director(s). It is particularly relevant when appointing statutory directors (statutair directeur) or when establishing service relationships with senior executives who are not traditional employees. The agreement must comply with Dutch corporate law, including the Dutch Civil Code (Burgerlijk Wetboek) and, where applicable, the Dutch Corporate Governance Code. This document is distinct from standard employment contracts and typically includes provisions for corporate governance, strategic decision-making authority, remuneration structures, and protection of company interests. It's commonly used in both domestic Dutch companies and Dutch entities of international groups, requiring careful consideration of local corporate requirements and tax implications.

What sections should be included in a Management Agreement?

1. Parties: Identification of the company and the manager, including full legal names, addresses, and registration details

2. Background: Context of the appointment, corporate structure, and basis for the management relationship

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Board', 'Group Companies', etc.

4. Appointment and Term: Formal appointment as managing director, term of appointment, and renewal provisions

5. Duties and Responsibilities: Scope of management services, reporting lines, and specific responsibilities

6. Time Commitment and Exclusivity: Expected time dedication and any restrictions on other activities

7. Remuneration: Base fee, variable compensation, and payment terms

8. Expenses: Policy on reimbursement of business expenses

9. Corporate Governance: Compliance with statutory duties, articles of association, and corporate governance code

10. Confidentiality: Protection of company confidential information and trade secrets

11. Intellectual Property: Ownership and transfer of IP created during the management relationship

12. Data Protection: GDPR compliance and personal data processing provisions

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Post-Termination Obligations: Continuing duties and return of company property

15. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Management Agreement?

1. D&O Insurance: Details of directors' and officers' liability insurance, used when the company provides such coverage

2. Share Options: Terms of any share option or equity participation schemes, included when equity compensation is offered

3. International Services: Provisions for management services across multiple jurisdictions, used for international groups

4. Non-Competition: Post-termination restrictions on competing activities, included based on business needs and enforceability

5. Illness and Incapacity: Provisions for continued service during illness or incapacity, particularly relevant if quasi-employment relationship

6. Corporate Opportunities: Handling of business opportunities, included for larger corporations or specific industries

7. Group Company Provisions: Additional terms for management of group companies, used in corporate group structures

8. Pension Arrangements: Any pension or retirement benefit provisions, included if such benefits are offered

What schedules should be included in a Management Agreement?

1. Schedule 1 - Services Description: Detailed outline of management services and key performance indicators

2. Schedule 2 - Remuneration Structure: Detailed breakdown of fee structure, bonuses, and benefits

3. Schedule 3 - Company Policies: List of applicable company policies and procedures

4. Schedule 4 - Group Companies: List of group companies covered by the agreement

5. Schedule 5 - Approved Outside Interests: List of pre-approved external appointments or business interests

6. Appendix A - Power of Attorney: Formal authorization of management powers, if applicable

7. Appendix B - Corporate Governance Code Compliance: Specific provisions from the Dutch Corporate Governance Code applicable to the role

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions






































Clauses






































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Energy

Real Estate

Telecommunications

Transportation and Logistics

Construction

Media and Entertainment

Agriculture

Education

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Committee

Supervisory Board

Compliance

Finance

Corporate Governance

Risk Management

Relevant Roles

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Statutory Director

Executive Director

Board Member

General Manager

Country Manager

Regional Director

Division Head

Managing Partner

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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