Franchise agreements in the Netherlands are not subject to a special franchising law, however, franchises are subject to certain civil law aspects as well as the competition law and the general contract law. All franchise agreements concluded in the Netherlands should be signed in good faith and be reasonable and fair.
A franchise agreement will describe the legal relationship between a franchisor and the franchisee (the party buying the license for doing business). Investors interested in opening a franchise in the Netherlands can set-up a private or public limited company or a partnership after they have obtained the license to do business from the franchisor.
Our lawyers in the Netherlands can help you conclude the necessary franchise agreement and get started on the Dutch market.
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Information included in a Dutch franchising agreement
The franchise agreement is the legally binding contract through which the franchisor allows the franchisee to use its trade name as well as the business system in order to form an independent company in the Netherlands. The parties have the right to choose the contractual terms and the duration of their agreement.
While trademarks are protected by special laws, know-how disclosed in a franchise agreement is not protected as intellectual property. For this purpose, a franchise agreement will generally fall within the scope of the competition law. Know-how disclosed specifically to a franchisee will be subject to a confidentiality clause and it can also include non-patented know-how.
The information and data included in a franchising agreement include:
– identification details for both parties,
– the trademark names and know-how disclosed to the franchisee,
– the rights granted by the franchisor to the franchisee,
– the franchise fee, its location and other details,
– transfer restrictions and territorial exclusivity
– grounds for termination.
The experts at our Dutch law firm can help you draw up a franchise agreement if you wish to open a franchise in the Netherlands.
Franchise agreement termination in the Netherlands
The franchise agreement may have a fixed term or an indefinite term. The parties may agree upon this before signing the contract. Upon termination, a reasonable notice period may be taken into account. If one of the parties breaches the terms of the agreement or the confidentiality terms, then the franchise agreement may be terminated. Some confidentiality terms can survive the termination date of the agreement.
If you are interested in opening a franchise in the Netherlands or need legal assistance for concluding this type of agreement, please contact our Dutch law firm. Our lawyers can help you with various legal and tax issues. They can also give you more details on how the Netherlands double tax treaties work and how a foreign investor can take advantage of their provisions.
As part of our dedicated tax assistance for investors, we also offer guidance for VAT registration in the Netherlands. This is a mandatory step for businesses and, once they are registered, the companies will need to observe the VAT rates set for the particular types of goods or services they provide as part of their activities. Our team also offers guidance for VAT filing and reporting as part of our package