When should I have a lawyer check a contract?

Before you sign, and preferably before you send back the first draft with comments. What you accept in that first round is rarely won back later. Always have a contract checked if it contains exclusivity, transfers rights in a design, trade mark or image, runs for more than a year without an option to terminate early, or makes the law of another country applicable. If you work with a commercial agent, there is also the goodwill indemnity the agent can claim when the relationship ends (Article 7:442 of the Dutch Civil Code).

What does it cost to have a contract drafted or checked?

There is no fixed fee, because the cost depends on the work. A second reading of a five-page draft takes less time than a distribution agreement for three countries that you negotiate with the other side. What counts: whether a draft already exists, how many parties and countries are involved, and how many rounds of negotiation you expect. At Liaise you know the price in advance.

Do I have to sign every page of the agreement?

No, a signature on the last page is in principle sufficient under Dutch law. The signature does, however, cover only the text above it. For evidential reasons it can be useful to initial every page.

Practice areas

Contract law

A contract records what you are going to do together. And what happens if things turn out differently. The contract lawyers at Liaise draft contracts, negotiate them and litigate when a collaboration breaks down. We do that for the commercial contracts of fashion brands, designers, manufacturers and retailers, and for the contracts of producers, broadcasters and talent in the media.

Need a contract drafted, reviewed or terminated? Call 020 675 88 21 or get in touch. You will have a reply within one working day.

Contracts in fashion, design and manufacturing

A clothing brand has its collection produced in Portugal, sells through an agent in Scandinavia and delivers to boutiques twice a year. A furniture designer has a manufacturer develop a prototype. A jewellery label gets its own corner in a department store. Behind every step there is a contract. Often more than one.

At Liaise we see that the arrangements worth the most money are the ones most often left unwritten. Think of an agent who has visited the same shops for eight years without anything on paper. Nobody misses that paper until the first notice of termination, or until a customer goes bankrupt.

In these sectors the contract also decides who owns the design, the brand and the campaign images. That is why we read every contract with design law, trade mark law and copyright in mind. How those rights come together in fashion is explained under fashion law. If you also sell online, the contract ties in with what we arrange under e-commerce law.

Which contract to use with an agent, distributor or franchisee

Anyone who wants to sell a product outside their own shop or webshop chooses, broadly, between three models. From the outside you see little difference. That changes on the day you end the relationship.

A commercial agent negotiates sales and sometimes concludes them on your behalf, but buys nothing themselves. The law calls this an agency agreement (Article 7:428 of the Dutch Civil Code) and gives the agent protection of their own. If nothing has been agreed about termination, a notice period of four months applies, and it rises the longer the relationship has lasted (Article 7:437). When the agency ends, the agent may be entitled to a goodwill indemnity for the new customers the agent brought in (Article 7:442). So an agent brings you customers. And a bill when you stop.

A distributor buys your products and resells them in its own name. The contract revolves around the territory, exclusivity and the minimum purchase per season. Do not forget the remaining stock. Who may sell it off once the contract ends, and at what price, is often what the first argument is about. If you agree exclusivity or resale prices, European competition rules come into play as well.

With a franchise, an independent entrepreneur works under your formula and your brand, and pays you for it. Since 1 January 2021 the franchise agreement has had its own title in the Dutch Civil Code (Article 7:911 onwards).

Which model fits depends on how much influence you want to keep over price and presentation, and on who bears the risk of stock that does not sell.

More about the commercial agency agreement →

More about the distribution agreement →

More about the franchise agreement →

Agreements with manufacturers and retailers on delivery and payment

You send a quotation with your terms of sale, and the shop confirms the order with its own purchasing terms. In principle the terms referred to first then apply, unless the other party expressly rejects them (Article 6:225(3) of the Dutch Civil Code). One sentence in an order confirmation can decide which rules govern the deal.

Terms only help you if the other party has had a chance to read them in time. If you did not provide them before or when the contract was concluded, the other party can have the clauses annulled (Articles 6:233 and 6:234).

For suppliers it usually comes down to the collection that is already hanging in the shop and has not yet been paid for. With a retention of title clause you remain the owner until the customer has paid (Article 3:92), and you can in principle take the goods back if the customer goes bankrupt. Without such a clause, the right of reclamation may still be available. You then reclaim the unpaid goods you delivered by written notice to the buyer, provided the conditions for rescission are met (Article 7:39).

Who owns a design or product you develop together

If you work with a manufacturer on a new material, a piece of furniture or an app, agree in advance who will own the result. Without an agreement, the rights as a rule stay with whoever made it. If you want to acquire them, you need a written assignment. Read more about assigning copyright, or about the licence agreement if you would rather keep the rights and permit use.

Put in the same contract what stays confidential. A manufacturer who has seen your techniques cannot be made to forget that knowledge afterwards. For broader collaborations, from a shared label to a joint venture, what is a collaboration agreement? sets out what you need to arrange as a minimum.

Market knowledge counts in contracts between talent and broadcasters

We have looked after the contracts between talent and the broadcaster or producer for years. In those negotiations we know the market, the prices and the percentages. Most parties in the sector know us too, and know that we are realistic and businesslike to deal with.

One programme passes through a producer, a broadcaster, a streaming service and sometimes a handful of advertisers. We oversee that chain and align the documents with one another, from the commission to the maker to the arrangements with sponsors. You can read more about sponsorship and advertising under advertising law. Contracts in film and music have their own pages under film law and music law.

Having a contract drafted or reviewed by a lawyer

Some clients prefer to negotiate themselves and want us to read along. Others want us at the table. Both work. We write the contract ourselves, or we take the other side’s draft in hand. We only go to the table once we know how strong your position is.

Watch the moment you accept an offer. From then on there is a contract (Article 6:217(1) of the Dutch Civil Code), even if it exists only in an exchange of emails. Anyone who emails “agreed” too early ends up negotiating the details of a deal that is already fixed.

In a public tender the contract is usually fixed before you submit a bid. Your room to manoeuvre then lies in the questions you ask beforehand and in the choice whether or not to bid.

Is there a contract waiting that you want reviewed before you sign? Get in touch or call 020 675 88 21.

Rescinding or terminating a business relationship

We litigate a great deal over collaborations that have broken down, acquisitions that have disappointed and infringements of intellectual property rights that were transferred by contract. When terminating or rescinding a contract we act precisely. One wrong step costs you your position, and later the case.

If the other party falls short, you can rescind the contract in whole or in part, unless the failure is too minor to justify that (Article 6:265 of the Dutch Civil Code). If the failure can be attributed to the other party, you can also claim damages (Article 6:74). Which route produces the most differs from case to case. What it means when someone does not keep to the contract is explained in breach of contract: what is it?

We put every strategy to a colleague at the firm first. That keeps us sharp.

Contract lawyers in Amsterdam

Liaise is based in Amsterdam and works for businesses throughout the Netherlands. Our contract practice centres on fashion and design, the media and the art world. We know those markets from the inside. So we know which arrangements are customary and where there’s still room to negotiate.

Want a contract drafted or reviewed, or is a collaboration stuck? Get in touch or call 020 675 88 21. You will have a reply within one working day.

All practice areas

Jaap Versteeg

Lawyer

Jaap acts extensively for clients in the creative industries, including music, television/streaming/film, events, theatre, art and culture. He advises and litigates in the fields of intellectual property law, music law, unlawful publications, contract law and employment law.

Merel Teunissen

Lawyer

Merel advises and litigates in the fields of media law, film law, copyright, privacy law, contract law and intellectual property law. She acts for established and emerging media personalities, producers in film, television and podcasts, victims of unlawful publications and creative entrepreneurs.

Charissa Koster

Lawyer

Charissa advises and litigates in the fields of media law, intellectual property, IT and AI law, privacy, e-commerce and corporate law. Press-related and journalistic matters, copyright, freedom of expression versus privacy and cross-border issues often play a central role in her work.

Frequently asked questions

Before you sign, and preferably before you send back the first draft with comments. What you accept in that first round is rarely won back later. Always have a contract checked if it contains exclusivity, transfers rights in a design, trade mark or image, runs for more than a year without an option to terminate early, or makes the law of another country applicable. If you work with a commercial agent, there is also the goodwill indemnity the agent can claim when the relationship ends (Article 7:442 of the Dutch Civil Code).
There is no fixed fee, because the cost depends on the work. A second reading of a five-page draft takes less time than a distribution agreement for three countries that you negotiate with the other side. What counts: whether a draft already exists, how many parties and countries are involved, and how many rounds of negotiation you expect. At Liaise you know the price in advance.