Agency Agreement in Belgium: Template, Key Clauses and Local Law (2026)

A commercial agency agreement in Belgium is tightly regulated, and much of that regulation protects the agent regardless of what the contract says. If you draft one without knowing the mandatory rules, you can end up owing a goodwill indemnity you never planned for. This guide covers the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Belgian lawyer. ## What law governs agency agreements in Belgium? Commercial agency is regulated in Book X, Title 1 of the Belgian Code of Economic Law (Wetboek van economisch recht / Code de droit economique), covering roughly Articles X.1 to X.25. These rules replaced the earlier Law of 13 April 1995 and, like the Dutch and German regimes, implement the European Commercial Agents Directive (86/653/EEC). General contract law now sits in Book 5 of the new Belgian Civil Code (in force since 1 January 2023) and fills the gaps. A commercial agent is a self-employed intermediary engaged on a continuing basis, for a fee, to negotiate and possibly conclude business in the principal's name and for its account. The agent does not buy and resell on its own account; that would be a distributor, under a different regime. The decisive point for drafting: the core protections are mandatory in the agent's favour. You cannot sign them away in advance. ## The mandatory rules you must respect ### Goodwill indemnity (uitwinningsvergoeding / indemnite d'eviction) This is the clause that catches principals out. When the agency ends, the agent is generally entitled to a goodwill indemnity if the agent brought new customers to the principal or significantly expanded business with existing ones, and the principal still gains from that after termination. The indemnity is commonly capped at one year's remuneration, calculated on the average of recent years. If the agent's actual loss exceeds the indemnity, the agent may claim additional damages. You cannot waive this before termination. ### Post-termination non-compete, Article X.22 A non-compete clause that binds the agent after the contract ends is valid only if it is in writing, limited to the type of business and the territory or group of customers the agent handled, and lasts no more than six months after termination. This is a key difference from the Netherlands, where the ceiling is two years. Belgian law also presumes, once such a clause exists, that the agent brought new clientele to the principal, which bears on the indemnity. Damages for breach of the non-compete generally cannot exceed the goodwill indemnity. ### Notice and termination Agreements of indefinite duration require reasonable notice, scaled by the length of the relationship, with statutory minimums. Immediate termination is possible only for serious cause. Set these out clearly and make sure the principal's notice is not shorter than the agent's. ### Commission The agent is entitled to commission on deals concluded through its efforts during the agreement, and in defined cases on business concluded shortly after it ends. Define the rate, basis and timing precisely. ## Key clauses in a Belgian agency agreement - Appointment and scope: products or services, territory, and whether exclusive, sole or non-exclusive.

• Agent's duties: act in the principal's interest, follow reasonable instructions, report on the market and orders, and act in good faith.
• Principal's duties: provide information, documentation and samples, warn of expected drops in volume, and pay commission on time.
• Commission: rate, accrual, statements, payment dates, treatment of returns and bad debts, and a right to verify the figures.
• Minimum targets: optional; if used, state clearly whether a shortfall is a breach or just a trigger for discussion.
• Term and termination: fixed or indefinite, notice periods, and serious-cause termination.
• Goodwill indemnity: you cannot exclude it; you can document how it will be calculated to limit disputes.
• Non-compete: maximum six months, in writing, scope-limited.
• Confidentiality and data protection: protect customer and pricing data; address the GDPR and the Belgian Data Protection Act of 30 July 2018 where personal data is processed.
• Governing law and forum: Belgian law and a chosen court or arbitration. Note that an agent operating in Belgium or the EU may keep the mandatory protections even if another law is chosen. ## A simple drafting skeleton 1. Parties and date

2. Definitions (products, territory, customers, net sales)
3. Appointment and exclusivity
4. Term and renewal
5. Agent's obligations
6. Principal's obligations
7. Commission: rate, accrual, statements, payment, verification
8. Minimum performance (if any)
9. Confidentiality and data protection
10. Intellectual property and use of brand
11. Termination and notice
12. Goodwill indemnity on termination
13. Post-termination non-compete (max six months, defined scope)
14. Liability and indemnities
15. Governing law (Belgian) and dispute resolution
16. Signatures Draft the commission, termination, indemnity and non-compete clauses with the most care, because together they decide the cost of ending the relationship. ## Where this differs by jurisdiction EU agency regimes share a spine: commission, notice, a goodwill indemnity and a capped non-compete. The caps differ. Belgium limits the post-termination non-compete to six months; the Netherlands allows up to two years; Germany to two years as well. The indemnity calculation and the notice schedule also vary. Do not reuse a Belgian template for another country without checking the local implementing statute. ## Keeping a cross-border agency portfolio under control If you run agents in several countries, the difficulty is not one contract. It is tracking which non-compete window applies where, when each notice period runs, and which renewal is due. That work (drafting from a tuned template, flagging risky clauses, tracking renewals, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Belgian law. More at Adira. The law above stands on its own. ## Bottom line A Belgian agency agreement is valid only if it respects the mandatory Code of Economic Law rules on the goodwill indemnity, notice and the six-month non-compete cap. Draft the commercial terms freely, honour the protections you cannot waive, pick Belgian law and forum, and get Belgian advice before signing a real deal.