Custom legal document

Agency-agreement drafting

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SME Lawyers

Do not write this document yourself — DIY often results in expensive problems.
Have a lawyer review it and avoid misunderstandings, mistakes, and difficulties.

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How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
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You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

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Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

In agency agreements, the statutory regime is important. In particular, commission, termination, and customer compensation cannot be treated without obligation. An agency agreement must combine commercial agreements with the protection of a commercial agent

  • For principals, commercial agents, representatives, and sales partners
  • Attention to commission, territory, customers, targets, and authority
  • Termination, customer compensation, and non-compete clause legally and carefully arranged
  • Suitable for national and international agency relationships

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About us

Our expertise in agency agreements

Our lawyers and in-house counsel assist principals, commercial agents, representatives, and sales partners with agency agreements, commission agreements, termination, client compensation, and commercial contracts.

Customization for your agency agreement

An exclusive commercial agent, international sales agent, commission-only partner, or agent with contractual authority does not require the same agreement. Therefore, we tailor the agreement to your market, products, and commission model.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with commercial contracts, corporate law, and IP
  • Attention to risk, negotiation, and termination
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in agency agreements

Our lawyers and in-house counsel assist principals, commercial agents, representatives, and sales partners with agency agreements, commission agreements, termination, client compensation, and commercial contracts.

Customization for your agency agreement

An exclusive commercial agent, international sales agent, commission-only partner, or agent with contractual authority does not require the same agreement. Therefore, we tailor the agreement to your market, products, and commission model.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with commercial contracts, corporate law, and IP
  • Attention to risk, negotiation, and termination
  • Fixed rates in advance where possible

Reviews (21)

Maarten

Professional approach without unnecessarily complicated language. The discussion regarding specific non-compete clauses was handled very professionally. The final result aligns 100% with our high standards.

Femke

We had many questions, but these were answered patiently and promptly. The adjustments were logical and carefully incorporated. Everything was delivered neatly and on time.

Amina

It was nice that we knew immediately who would be helping us. The process was organized in such a way that we got maximum output with minimal effort. Fantastic value for money for this level of expertise.

Max

We quickly received a clear and competitive quote. The review gave us more certainty before we started using the document. Everything was delivered neatly and on time.

Rob

No waiting times or endless menus; we got someone on the line immediately. The expertise regarding privacy and GDPR was clearly noticeable and up-to-date. The end result aligns 100% with our high standards.

Selma

The clear start gave us a lot of confidence for the rest of the process. Legal jargon was avoided where possible or explained in understandable language. These documents will undoubtedly save us a lot of headaches in the future.

Paul

It was clear right from the intake that we were dealing with specialists. The explanation of the tests was very helpful. The service was professional and personal.

Sam

It was nice that potential pitfalls were proactively considered. We exchanged quite a few emails, but the responses remained quick and helpful. The quality fully met our expectations.

Daan

We received excellent assistance with our legal questions. The lawyer effectively translated our situation into the document. Our customers are responding positively to the clear general terms and conditions.

Lars

The contact felt professional and approachable. Their proactive approach to the termination clauses saved us from future problems. Our customers are responding positively to the clear general terms and conditions.

Amber

The process went smoothly and was well-organized. The price-quality ratio was good. Everything was delivered neatly and on time.

Yahya

The commitment to our case was palpable from the very first minute. Even outside regular hours, we received a quick response to an urgent question. A party that delivers on what it promises on its website.

Omar

Right from the intake, it was clear that we were dealing with specialists. They pointed out tax risks in the contract that we hadn't considered at all. A party that delivers on what it promises on its website.

Laurens

I am extremely pleased with the quick and adequate initial response. The process was organized in such a way that we achieved maximum output with minimal effort. The document was accepted flawlessly by our investors.

Ilham

The document aligned well with our wishes. They flawlessly managed to expose the pain points in our current contract. The quality fully met our expectations.

Reda

The decisiveness during the first meeting was very pleasant. They immediately understood where the sensitivities lay within our collaboration. Our customers are responding positively to the clear general terms and conditions.

Niels

The lawyer took the time to explain everything thoroughly. The content was a good fit for our company. A party that delivers on what they promise on their website.

Suzanne

From the intake, it was clear what we could expect. The content aligned well with our company. The document was flawlessly accepted by our investors.

Yousra

The intake was not only informative, but we learned a lot right away. Clauses were added that protect us against risks we did not see ourselves. A party that delivers on what it promises on the website.

Finn

The personal touch during the initial meeting was a major plus. The revisions were spot-on every time and required virtually no correction on our part. A company that delivers on what it promises on its website.

Karlijn

We were pleasantly surprised by the proactive initial approach. We didn't just receive a standard template, but true custom work for our general partnership. It is clear that they have a passion for entrepreneurship.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content of your agency agreement?

The right agreement depends on your market and the desired collaboration. These choices determine which provisions you need.

Choice or question Why this matters legally
Are you closing for a fixed or indefinite period? For an indefinite term, statutory notice periods apply; for a fixed term, be aware of tacit renewal.
Will the agent be exclusive to an area or client base? Exclusivity affects your own sales opportunities and the commission on repeat orders.
How and on what is commission calculated? The basis (turnover, margin, geographical area) and the moment of accrual must be clear.
Would you like a non-compete clause after termination? In that case, strict legal limits apply to duration, area, and scope.
Does the officer really work independently? Too much control can turn the relationship into an employment contract, with different rights and obligations.
Clauses and provisions

Which elements belong in an agency agreement?

An agency agreement formalizes the partnership with a commercial agent, within the mandatory protection of Book 7 of the Dutch Civil Code. These are the areas where things go wrong in practice, with the legal focus our legal experts pay attention to for each area.

Provision Relevant to Legal point of attention
Description of the agency Always Specify for which products or services and in which area or client base the agent acts as an intermediary.
Commission and remuneration Always Determine the amount, basis, and timing of the commission; commission may also be due on subsequent orders (Article 7:431 of the Dutch Civil Code).
Duration and termination Always For an indefinite period, statutory notice periods apply (Article 7:437 of the Dutch Civil Code); a period that is too short is not valid.
Customer compensation at the end Always The agent may be entitled to compensation for client conduct or goodwill upon termination (Article 7:442 of the Dutch Civil Code).
Non-compete clause Optional Must be in writing, limited to the territory or customers, and valid for a maximum of two years (Article 7:443 of the Dutch Civil Code).
Exclusivity and direct sales Optional Specify whether the agent is exclusive and whether you are permitted to sell directly in the area yourself.
Mutual obligations Always Duty to inform, instructions and the care of a good commercial agent and a good principal.
Use in practice

How do you use an agency agreement correctly?

The agreement is only effective if it falls within the mandatory statutory protection. Please note the following.

Situation What should you do? Point of attention
Prior Align the agreements with the mandatory provisions of Book 7 of the Dutch Civil Code Clauses contrary to the law are voidable or null and void.
By commission Concretely define the basis, percentage, and timing of liability Vagueness leads to discussion, including about backorders.
Upon termination Apply the correct notice period and assess the customer compensation An incorrect termination leads to liability for damages.
In the case of a non-compete clause Limit duration, area, and scope An overly broad clause may be annulled or moderated.
Common mistakes

Common mistakes in an agency agreement

We see these errors most often in practice, and due to the mandatory protection of the officer, the consequences are significant.

Wrong Consequence Better approach
Ignoring the statutory notice period Irregular termination and liability for damages Adhere to the time limits of Article 7:437 of the Dutch Civil Code.
Overlooking customer compensation Unexpected compensation at the end Estimate in advance whether Article 7:442 of the Dutch Civil Code applies.
Non-compete clause too broad Clause is annulled or moderated Limit to a maximum of two years, area, and customers.
Commission agreements unclear Conflict over amount and backorders Concretely define the basis and timing of the commission.
Sham self-employment Reclassification to employment contract Ensuring genuine independence for the officer.
Risk profile

What is your agency situation and what should you look out for?

The emphasis varies per collaboration. If you recognize your situation, you know where the focus should lie.

Risk profile Example Focus in the document
Exclusive agent for an area The officer has the exclusive right Commission on all orders from the territory and clear limits on own sales.
International trade agent Agent works across the border Applicable law, competent court and mandatory local rules.
Temporary or starting collaboration Fixed term or trial Clear duration, renewal and early termination.
Agent who helps build your client base Strong customer loyalty Good arrangement for customer compensation and competition after termination.
Additional documents

When is an agency agreement not enough?

The agency agreement governs mediation by an independent agent. In these situations, you need a different document.

Situation Supplementary document Why
The other party buys in themselves and sells for their own account Cooperation Agreement Different rules apply to a distribution or cooperation relationship than to an agency relationship.
The other person works under your authority as an employee Employment contract In the presence of authority and subordination, an employment contract exists.
You want to protect confidential information Confidentiality Agreement For the protection of customer data, prices, and know-how.
Explanation of this document

Drafting an agency agreement, why?

Not every entrepreneur knows exactly what agency agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is an agency agreement?
An agency agreement is the agreement whereby a principal instructs a commercial agent to act as an independent entrepreneur and in exchange for commission in mediating the conclusion of agreements between the principal and third parties — or to conclude those agreements on behalf of the principal. The commercial agent thereby becomes the principal's extended arm in a specific area or market segment, but does not enter into an employment relationship: he is an independent entrepreneur working for his own account and risk. The agency agreement is regulated in Articles 7:428 to 7:445 of the Dutch Civil Code and features an extensive mandatory legal framework to protect the generally weaker commercial agent. This makes the agency agreement legally fundamentally different from a distribution agreement or an ordinary contract for services — and this has far-reaching consequences for principals who do not realize this. Our lawyers will draft an agency agreement for you that aligns with your commercial structure, your commission system, and your wishes regarding termination — and advise you on the mandatory legal obligations that you, as the principal, cannot contract away.
What is the difference between a sales agent, a distributor, and a franchisee?
This distinction is of great practical importance and is frequently confused in commercial practice. A commercial agent mediates in bringing about agreements on behalf of the principal and is paid for this by commission — he does not purchase anything himself and bears no inventory risk. The agreement he brings about is an agreement between the principal and the customer. A distributor purchases products from the principal in his own name and for his own account, and resells them to his customers. He bears the inventory and accounts receivable risk himself. A franchisee operates a business under the formula and brand of the franchisor in exchange for payment of a fee. The legal classification determines which statutory regime applies. A partnership that effectively functions as an agency but is contractually established as distribution or a mandate may still be classified as an agency by the court — with all the mandatory legal consequences that this entails for the principal. Our lawyers assess the legal classification of your partnership before you sign.
What mandatory legal protection applies to the commercial agent?
Agency law contains an extensive package of mandatory provisions in favor of the commercial agent, from which the principal cannot deviate contractually to the detriment of the agent. The most important are the following. The principal cannot impose an unreasonably heavy commission payment or chargeback right on the agent. Notice periods are statutoryly minimized and can only be extended contractually, not shortened. Commission rights after termination are mandatorily regulated: the agent retains the right to commission on transactions that occur after the termination as a result of his prior efforts. Customer compensation upon termination cannot be contractually excluded before the end of the agreement. Furthermore, the agent is entitled to inspect the principal's records insofar as necessary for the verification of his commission. If you, as the principal, attempt to contract away this protection, those clauses are void and the statutory provisions apply. Our lawyers will advise you on what scope there actually is within the mandatory framework.
What are the essential components of an agency agreement?
A sound agency agreement regulates at least the following components: The scope of activity and the product groups for which the agent is appointed, whether exclusively or not. The commission structure: the percentage, the basis (net or gross turnover), the payment term, and the method of settlement. The question of whether the agent also receives commission on transactions concluded by the principal itself within the agent's scope of activity — in the case of exclusivity, this is usually the case. The obligations of the agent: duty of care, reporting obligation, duty of loyalty, and the prohibition against competing with the principal without permission. The obligations of the principal: providing product information, price lists, and marketing material, and informing the agent in a timely manner of relevant developments. The duration and termination. The non-compete clause for after termination. And a dispute resolution mechanism with a choice of forum.
What notice periods apply to an agency agreement?
The law establishes minimum notice periods that cannot be shortened contractually. For an agency agreement that has lasted less than one year , a minimum notice period of one month applies. For a duration of one to two years, the minimum period is two months. For a duration of two years or longer, a minimum notice period of three months applies. If no contractual agreements have been made regarding the notice period, longer statutory periods of four, five, or six months apply, depending on the duration of the relationship, pursuant to Article 7:437 of the Dutch Civil Code. Termination before the expiration of the contractual or statutory notice period constitutes an irregular termination by the liable party, in which case the injured party may claim compensation equal to the commission for the period not observed. In the case of urgent reasons, termination is possible immediately, but the threshold for doing so is high. Our lawyers will advise you on the correct termination procedure for your specific situation.
When is the commercial agent entitled to commission after termination?
Commission rights following the termination of an agency agreement are one of the most underestimated obligations for principals. Pursuant to Article 7:431, paragraph 2 of the Dutch Civil Code, the agent is entitled to commission on transactions concluded as a result of his prior efforts, even after termination, provided that those transactions are concluded within a reasonable period after the termination. The agent is also entitled to commission on transactions in which he was involved during the agency period but which were only completed after termination. How long this post-commission right continues depends on the circumstances—in practice, a period of three to six months is often considered reasonable. Principals who immediately stop paying commission after termination run the risk of a claim for post-commission, including statutory interest and any extrajudicial costs. Our lawyers advise you on the extent of your post-commission obligations upon the termination of your agency relationship.
What is goodwill compensation and how is it calculated?
The goodwill compensation — legally referred to as the client compensation — is the compensation that the principal may owe to the commercial agent upon termination of the agency agreement pursuant to Article 7:442 of the Dutch Civil Code. The right to goodwill compensation is not automatic. The agent must demonstrate that he has introduced new clients or substantially expanded turnover with existing clients, and that the agreements with these clients continue to yield substantial benefits to the principal even after termination. The calculation proceeds in three phases. In phase one, the benefit that the principal derives from the clients introduced by the agent after termination is determined, calculated on the basis of the gross commission earned by the agent from new and intensified clients in the last twelve months. In phase two, an equity adjustment follows based on all circumstances, taking into account, among other things, whether the agent takes his client base with him to a new principal. In phase three, a statutory maximum of one year's commission applies, calculated over the average of the last five years. The goodwill compensation cannot be contractually excluded before the end of the agency agreement — such a clause is void. Our lawyers calculate the expected goodwill compensation for you and advise you on the strategy upon termination.
When does the right to goodwill compensation lapse?
There are four situations in which the commercial agent is not entitled to goodwill compensation. First, if the principal terminates the agency agreement on the grounds of an urgent cause attributable to the agent. Second, if the agent terminates the agreement himself, unless the termination is the reasonable consequence of circumstances attributable to the principal, or of the agent's illness or retirement. Third, if the agent transfers his rights and obligations to a third party with the principal's consent. And fourth, if the agent has not notified the principal of his claim in writing within one year after the termination of the agency agreement — this is a forfeiture period, not a limitation period, so interruption is of no help. For principals who wish to terminate the agency agreement without paying goodwill compensation, it is essential that the grounds for termination are correctly documented. Our lawyers will advise you on this well in advance of the termination.
What are the rules regarding a non-compete clause in an agency agreement?
A non-compete clause in an agency agreement—which restricts the agent's commercial activities after the termination of the relationship—is only valid if it has been agreed upon in writing, relates to the geographical area or client base for which the agent was active, and relates to the same type of goods or services for which the agent was active. The maximum duration is two years after the termination of the agency agreement pursuant to Article 7:443 of the Dutch Civil Code. A broader non-compete clause—longer than two years or geographically or sectorally broader than the agent's actual activities—is void to the extent exceeding that period. Furthermore, the court may moderate the clause if its application in the given circumstances is unacceptable according to standards of reasonableness and fairness. Our lawyers will draft a non-compete clause for you that meets all legal requirements and is defensible in any potential legal proceedings.
How can you, as principal, limit the goodwill compensation?
Although goodwill compensation cannot be contractually excluded, there are strategic measures the principal can take to limit its scope. First, at the start of the agency relationship, you can document the principal's existing client base so that, upon termination, it is clear which clients already existed and were not introduced by the agent. Second, you can agree that the agent receives a start-up fee for acquiring an existing client base—this can be factored into the equity adjustment. Third, you can structure the commission agreements in such a way that the annual average is as low as possible, given that goodwill compensation is capped at one year's commission. And fourth, in the event of termination based on compelling reasons, you can carefully construct the defense scenario. Our lawyers advise you on the possibilities to limit your goodwill compensation risk as much as possible right from the start of the agency relationship.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your commercial structure, your area of ​​operation, your commission system, and your wishes regarding the agency relationship. Based on this, we draft an agency agreement tailored to your situation — featuring clear commission terms, a workable termination arrangement, a legally sound non-compete clause, and a documented existing client base that limits your goodwill compensation risk. Are you already working with a commercial agent without a written agreement or based on an outdated contract? In that case, we will assess your position and draft an updated agreement. Do you wish to terminate an agency relationship, or is your relationship being terminated? We will then advise you on notice periods, post-contract compensation, goodwill compensation, and any potential claims for damages — as both principal and agent.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Customization per agency type

Not every agency relationship works the same way. Therefore, we do not draft agency agreements generically, but tailor them to powers, clients, territory, commission, and termination.

Exclusive agency

Attention to territory, minimum performance, targets, key accounts, and customer compensation.

Non-exclusive agency

Focus on lead registration, customer assignment, commission disputes, and reporting.

International agency

Attention to local law, forum, language, currency, and mandatory agency protection.

Commission-only sales

Attention to commission timing, costs, targets, termination, and independence.

Agent with power of attorney

Attention to contractual authority, limits, order acceptance, and liability.

Industry-specific agency

Focus on compliance, licenses, product claims, and disclosure obligations.


An agency agreement must regulate commission and termination with precise legal precision. Therefore, we examine commercial agency, commission, territory, exclusivity, client compensation, termination, and non-competition.

Common mistakes in agency agreements

In agency agreements, things often go wrong because parties do not sufficiently take into account the statutory protection of a commercial agent.

  • Not calling the collaboration an agency, while it is in fact an agency
  • Failure to concretely regulate commission basis, enforceability, and follow-up orders
  • Forgot customer compensation upon termination
  • Failing to check statutory notice periods and termination rules
  • Formulating a non-compete clause too broadly or not legally validly
  • Do not define territory, exclusivity, key accounts, and existing customers
  • Do not arrange costs, marketing, trade shows, and reporting
  • Underestimating international agency protection and local law

Draft your agency agreement properly and avoid unnecessary problems in the future. Good agreements prevent disputes regarding commission, clients, exclusivity, termination, client compensation, and competition.

What is an agency agreement?

An agreement whereby a commercial agent mediates agreements or concludes them on behalf of the principal for commission.

What is the difference between agency and distribution?

An agent mediates or concludes on behalf of the principal. A distributor purchases directly and resells for their own account.

Is a commercial agent entitled to goodwill compensation?

This may be applicable upon termination when the statutory conditions have been met.

Is a non-compete clause possible in an agency agreement?

Yes, but only under strict conditions and limited to, among other things, type of goods, customer base, or region.

Can MKB Juristen review an existing agency agreement?

Yes. We check commission, territory, termination, client compensation, non-compete, and termination risks.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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