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Commission-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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  • Pay later after draft
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  • Available in Dutch and English

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
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

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

With commission agreements, the greatest risk is not the percentage, but rather the question of exactly when the commission accrues and when it expires. A good commission agreement makes this provable and prevents disputes regarding leads, customers, returns, and payment

  • For sales partners, referral partners, intermediaries, and commercial partnerships
  • Attention to commission percentage, basis, payment date, and chargebacks
  • Targets, exclusivity, clients, leads, reporting, and termination arranged
  • Practically useful for commission, referral, and introduction and sales agreements

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
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.

from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable?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

About us

Our expertise in commission agreements

Our lawyers and in-house counsel assist entrepreneurs, sales partners, intermediaries, affiliates, and commercial partners with commission agreements, commission schemes, agency agreements, and referral arrangements. We examine commission basis, payment timing, leads, clients, targets, chargebacks, exclusivity, independence, and termination.

Customization for your commission model

A referral fee, sales commission, affiliate commission, mediation fee, or commission scheme does not require the same agreements. Therefore, we tailor the commission agreement to your sales process, evidentiary position, customer relationship, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with sales, agency, mediation, and commercial contracts
  • Attention to commission, leads, proof, targets, 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 commission agreements

Our lawyers and in-house counsel assist entrepreneurs, sales partners, intermediaries, affiliates, and commercial partners with commission agreements, commission schemes, agency agreements, and referral arrangements. We examine commission basis, payment timing, leads, clients, targets, chargebacks, exclusivity, independence, and termination.

Customization for your commission model

A referral fee, sales commission, affiliate commission, mediation fee, or commission scheme does not require the same agreements. Therefore, we tailor the commission agreement to your sales process, evidentiary position, customer relationship, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with sales, agency, mediation, and commercial contracts
  • Attention to commission, leads, proof, targets, and termination
  • Fixed rates in advance where possible

Reviews (21)

Yusuf

The working method was clear from the start. The empathy and understanding of the lawyer made this a very pleasant collaboration. A party that delivers on what it promises on its website.

Jurre

We quickly gained the certainty we were looking for. The concept was clear and practically applicable. The service was professional and personal.

Lotte

It felt good to be able to hand over the legal concerns immediately. We were able to easily add comments to the draft using a convenient system. Our business partners were impressed by the professionalism of the contracts.

Rens

Scheduling the appointment went very smoothly and quickly. Additional questions were answered promptly. Our business partners were impressed by the professionalism of the contracts.

Jesse

We came in with a vague idea, but were immediately presented with concrete steps. The document was legally well-substantiated. The final result aligns 100% with our high standards.

Eline

We immediately clicked well with the lawyer who assisted us. We received excellent advice regarding the division of intellectual property rights. Our clients respond positively to the clear general terms and conditions.

Judith

The initial meeting confirmed that we had made the right choice. Our questions were answered calmly and clearly. Fantastic value for money for this level of expertise.

Victor

The first impression was simply excellent. Even outside regular hours, we received a quick response to an urgent question. A reliable partner that strives for perfection in their documents.

Ilyas

I received a call back within half an hour of my online request. There was room for our specific wishes. Fantastic value for money for this level of expertise.

Rim

Professional approach without unnecessarily complicated language. We were given tight deadlines that were fortunately well adhered to on both sides. Our business partners were impressed by the professionalism of the contracts.

Nick

The lawyer immediately asked the right, critical questions. We were excellently guided through the maze of current laws and regulations. A party that delivers on what it promises on its website.

Malika

I was spoken to very kindly on the phone. The translation of our core values ​​into the code of conduct was incredibly well done. A reliable partner that strives for perfection in their documents.

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.

Yasmina

The energetic and positive attitude of the employees was immediately noticeable. The sharp review of the lease agreement protected us from unfavorable clauses. Our business partners were impressed by the professionalism of the contracts.

Chantal

Clear agreements and a neat delivery. Ample time was taken to discuss the various options and their implications. The document was accepted flawlessly by our investors.

Loubna

The lawyer took a practical approach with our company. There was no unnecessary fuss about minor changes outside the scope. Fantastic value for money for this level of expertise.

Ahmed

It is pleasant when a party immediately understands the core of the problem. It was nice that we could call in directly if anything was unclear in the draft. Our customers respond positively to the clear general terms and conditions.

Yara

We received excellent assistance with our legal questions. The entire process felt like a co-creation rather than a one-sided assignment. A reliable partner who strives for perfection in their documents.

Walid

The first impression was simply excellent. The service felt personal and reliable. The service was professional and personal.

Emma

It is clear that they know what they are talking about, right from the first word. The complexity of our shareholder structure was effortlessly translated into the agreement. Everything was delivered neatly and on time.

Adam

No time was wasted on unnecessary formalities. The revisions were spot-on every time and required virtually no correction on our part. The document was accepted flawlessly by our investors.

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.

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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
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  • 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?

Before drafting the agreement, you make a number of guiding choices. These determine how the commission is calculated and how much leeway both parties have.

Choice or question Why this matters legally
When is the commission earned? Make a conscious choice between payment being due upon closing of the deal or only after payment by the end customer; this shifts the debtor risk.
Does the intermediary work exclusively? Exclusivity offers the intermediary certainty, but limits your freedom to use other channels.
Is there a right to a follow-up committee? Determine whether commission is still due after the end for previously introduced clients or ongoing contracts.
How high and on what basis? Choose a percentage or a fixed amount and determine whether this is calculated on gross revenue, net margin, or order total.
For a fixed or indefinite period? A fixed term offers a natural endpoint; an indefinite term requires a clear termination arrangement.
Clauses and provisions

Which elements belong in a commission agreement?

A good commission agreement regulates who does what, when the commission is due, and under what conditions the collaboration ends. The components below form the core of a watertight contract.

Provision Relevant to Legal point of attention
Parties and assignment Always Describe who the client and the intermediary are and which mediation activities are performed.
Commission and height Always Determine the percentage or fixed amount and the basis (turnover, order value, margin) on which the commission is calculated.
Moment of liability Always Determine whether the commission arises upon signing of the customer agreement, upon delivery, or only after payment by the customer.
Exclusivity and territory If applicable Agree whether the intermediary works exclusively for a region, product group, or client base.
Duration and termination Always Determine whether the agreement is for a fixed or indefinite period and what notice period applies.
Follow-up Committee If applicable Rule whether the intermediary is still entitled to commission for self-introduced clients or ongoing deals after the termination.
Confidentiality Recommended Protect business-sensitive information and customer data that the intermediary sees.
Disputes and applicable law Always Choose the competent court and applicable law to obtain clarity quickly in the event of a conflict.
Use in practice

How do you use this document correctly?

An agreement is only effective if both parties sign it and actually comply with the terms. Follow these steps to implement the agreement correctly.

Situation What should you do? Point of attention
Before the start of the collaboration Draft the agreement and have both parties sign it Prevents subsequent discussion regarding the agreements made.
With every closed deal Record which transaction generates commission Makes the settlement verifiable and transparent.
At the settlement Specify the commission per transaction Ensures that the intermediary knows exactly what the payout is based on.
In case of changes Document adjustments in writing in an addendum Keep the agreement up-to-date and legally sound.
Common mistakes

Common mistakes

Commission agreements often go wrong on the same points. Below are the most common mistakes, their consequences, and how to avoid them.

Wrong Consequence Better approach
Oral agreements No evidence in dispute regarding the amount or timing of commission Record all agreements in writing and have them signed.
Unclear moment of liability Conflict regarding whether payment by the customer is required Explicitly determine when the committee is established.
No provision for post-commission Dispute after the termination regarding previously referred clients Include a clear clause regarding post-commissioning committee.
Vague basis for calculation Difference of opinion regarding revenue versus margin Precisely define the basis on which commission is calculated.
No cancellation policy Uncertainty about how and when the collaboration ends Agree on a specific notice period and method.
Risk profile

What is your situation and what do you pay attention to?

The appropriate approach depends on your role and the nature of the collaboration. Recognize your situation and pay attention to the associated points of attention.

Risk profile Example Focus in the document
You are the client You engage an intermediary to bring in customers or orders Monitor a reasonable commission and, where possible, link it to payment by the customer.
You are an intermediary You act as an intermediary and want certainty regarding your commission Clearly define the moment of payment and any subsequent commission.
Ongoing collaboration The relationship has been ongoing for a longer period with recurring deals Clearly regulate duration, cancellation, and rate adjustments.
One-time mediation It concerns a single transaction Limit the agreement to that deal and exclude ongoing obligations.
Additional documents

When is this document not enough?

A commission agreement governs mediation but does not cover every form of cooperation. In the following situations, you will need an additional or different document.

Situation Supplementary document Why
Situation Related document Explanation
You collaborate structurally on multiple levels Cooperation Agreement For broader cooperation than just commission-based mediation.
You share confidential information Confidentiality Agreement For extra protection of sensitive business data and customer knowledge.
The intermediary comes into possession of personal data Data Processing Agreement Required under the GDPR when personal data is processed on your behalf.
Explanation of this document

Drafting a commission agreement, why?

Not every entrepreneur knows exactly what commission 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 legal customization is important.

What is a commission agreement?
A commission agreement is the agreement whereby a commission agent—pursuant to Article 7:414 of the Dutch Civil Code—concludes agreements with third parties in his own name but on behalf of his principal. The commission agent acts externally as a contracting party but internally transfers the rights and obligations to his principal. The commission agreement differs from the agency agreement in that the commission agent is the contracting party himself vis-à-vis the third party, whereas the agent acts in the name of the principal. In practice, the commission agreement is used by commercial agents who buy or sell in their own name on behalf of a principal, by securities brokers who buy or sell securities on behalf of clients, by warehousing operators who sell goods on behalf of the owner, and by exporters who act as intermediaries for foreign principals who do not wish to have a direct contractual relationship with Dutch buyers. Our lawyers will draft a commission agreement for you that legally and correctly establishes the relationship between commission agent and principal, watertightly regulates the commission remuneration, and limits the commission agent's liability towards third parties.
What is the difference between a commission agreement, an agency agreement, and a distribution agreement?
This distinction is of great legal importance because different rights and obligations are attached to each type of agreement. In a commission agreement, the commission agent acts in his own name but on behalf of the principal — third parties do not know for whom the commission agent is working. In an agency agreement , the agent acts in the name of the principal — third parties enter into contracts directly with the principal as the contracting party. In a distribution agreement , the distributor purchases products from the supplier and subsequently resells them in his own name and on his own account. The legal consequence differs significantly: the commission agent is personally liable to third parties for the performance of the agreements he has concluded, even though he acts on behalf of the principal. The agent is not liable for performance by the principal. Our lawyers assess which type of contract suits your commercial relationship and draft the corresponding agreement.
How do you arrange the commission fee in the agreement?
The commission fee is the core of the commission agreement and must be clearly defined to prevent payment disputes. The commission can be formulated as a percentage of the turnover from the agreements concluded by the commission agent, as a fixed fee per transaction, as a margin on the difference between the client's instruction price and the realized price, or as a combination. The commission agreement must specify when the commission is earned—upon conclusion of the agreement with the third party, upon delivery, or upon payment by the third party—and when the commission is paid out. A particular point of attention: if the third party fails to pay for the agreement concluded by the commission agent, the client is, in principle, not obliged to pay the commission retroactively. However, the commission agreement may allow the commission agent to accept a del credere clause : in this clause, the commission agent guarantees performance by the third party in exchange for a higher commission. Our lawyers advise you on the commission structure that aligns with your risk allocation.
What are the obligations of the commission agent towards his client?
The commission agent has a number of obligations towards his client pursuant to the law and the commission agreement. The most fundamental is the duty to follow instructions: the commission agent must act in accordance with the client's instructions regarding price limits, quality requirements, and contracting parties. If he acts outside his instructions and this leads to lower revenue or higher costs, he is liable for the difference. He has an accounting duty: he must fully inform the client about the transactions he has carried out, the prices achieved, and the commission due. He also has a duty of care: he manages the goods or funds entrusted to him on behalf of the client with due care. Your commission agreement must refine these obligations and supplement them with the reporting and accountability requirements appropriate for your commercial relationship. Our lawyers draft a commission agreement that clearly sets out the obligations for both parties.
How do you regulate the liability of the commission agent towards third parties?
The commission agent who contracts with third parties in his own name is personally liable to those third parties for the performance of those agreements — even if the principal fails to fulfill his obligations internally. This is the most distinctive risk of the commission structure compared to the agency structure. A commission agent who is sued by a third party for a breach of contract by his principal has a right of recourse against that principal, but that claim is worthless if the principal is insolvent. Your commission agreement must oblige the principal to fully indemnify the commission agent against all third-party claims arising from agreements concluded by the commission agent on his behalf, and must stipulate a bank guarantee or other security interest from the principal as a buffer for the commission agent. Our lawyers draft an indemnification clause that protects the commission agent.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your commercial relationship, your sectors, your remuneration structure, and your specific risks. Based on this, we draft a commission agreement that correctly qualifies the relationship, watertightly regulates the commission remuneration, establishes the instructions and obligations, and correctly formulates the indemnification of the commission agent against third parties. We also assess whether the commission agreement is the right legal form for your commercial relationship or whether another agreement would be more suitable.
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 commission agreement

Not every commission agreement works the same way. That is why we do not create generic commission agreements, but tailor them to lead generation, sales, affiliate marketing, mediation, or account management.

Referral committee

Attention to lead definition, registration, validity, success moment, and exclusions.

Sales commission

Focus on revenue basis, payment timing, targets, reporting, and chargebacks.

Affiliate commission

Attention to tracking, fraud, cookies, refunds, validation, and payment moment.

Mediation fee

Attention to introduction, circumvention, follow-up period, moment of success, and payment.

Accounting Commission

Focus on customer assignment, follow-up orders, churn, end date, and reporting.

Employee commission scheme

Attention to salary, bonus conditions, illness, termination of employment, and changes.


A commission agreement must make the right to commission provable. Therefore, we examine the basis, payment date, leads, customers, repeat orders, chargebacks, targets, authority, and termination.

Common mistakes with commission agreements

Commission agreements often go wrong because parties agree on a percentage but not on the legal conditions surrounding it.

  • Include only a commission percentage without a basis
  • Do not determine when commission arises and becomes payable
  • Do not include provisions for returns, cancellations, or non-payment
  • Registering leads and customers without verifiable evidence
  • Forgot follow-up orders, extensions, and upsells
  • Grant exclusivity without targets or an end date
  • Have a partner make unlimited pledges on behalf of the company
  • Overlooking agency rules and client compensation

Draft your commission agreement properly and avoid unnecessary problems in the future. Good agreements prevent disputes regarding commission, leads, customers, payment, chargebacks, and termination.

What is a commission agreement?

An agreement that regulates when someone receives a commission, fee, or referral fee for introducing, selling, or mediating.

When is commission payable?

That depends on the agreement. Specify whether commission arises upon lead, contract, delivery, or payment by the customer.

Can the commission be reversed?

Yes, if that has been agreed upon, for example in the case of a return, cancellation, credit invoice, or non-payment.

What is the difference compared to an agency agreement?

In the case of structural mediation for a principal, a commercial agency may exist, with its own rules regarding commission and client compensation.

Can MKB Juristen review an existing commission agreement?

Yes. We check, among other things, basis, payment date, leads, chargebacks, exclusivity, authority, and termination.

Contact us

Annelore Hendriks

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