Franchise agreement in the Netherlands: Template, Key Clauses and Local Law (2026)

What a franchise agreement is in the Netherlands A franchise agreement (franchiseovereenkomst) in the Netherlands lets a franchisee run a business under the franchisor's brand, formula and know-how in return for fees. Since 1 January 2021 the Netherlands has a dedicated statute: the Dutch Franchise Act (Wet franchise), which sits in Title 16 of Book 7 of the Civil Code (articles 7:911 to 7:922). This matters because the Act is mandatory law in favour of the franchisee. A franchisee cannot validly waive its protections, and an agreement that breaches the mandatory provisions can be set aside. The Act also protects franchisees operating in the Netherlands even when the franchisor is based abroad, so an international franchisor cannot simply choose foreign law to escape it. ## The mandatory rules you have to follow The Wet franchise is built around a duty of good franchisor and franchisee behaviour, plus four concrete rules. 1. Pre-contractual disclosure and the standstill period. Before signing, the franchisor must give the candidate the draft agreement and specified information, including financial details, fees, investments and anything the franchisee reasonably needs to assess the deal. There is then a standstill period of at least four weeks before the agreement can be concluded. During that period the franchisor may not sign, may not change the agreement to the franchisee's detriment, and may not induce the franchisee to make payments or investments relating to the franchise. If the information changes during the window, the four weeks start again. 2. Goodwill. The agreement must state clearly whether goodwill exists in the franchise business, how it is calculated, and how much is attributable to the franchisor. The point is that if the franchisor takes over the business at the end of the relationship, the franchisee can be compensated for the goodwill it built. This has to be addressed in the contract, not left silent. 3. Consent for major changes. The franchisor must get the franchisee's consent (or the consent of a representative body of franchisees) for significant changes to the formula or for investments above an agreed threshold. The agreement has to set out the threshold and the mechanism. 4. Post-term non-compete. A non-compete that applies after the agreement ends is only valid if it is in writing, limited to one year, limited to the geographic area in which the franchisee operated, and indispensable to protect the franchisor's know-how. Anything broader is unenforceable. This mirrors the EU block-exemption approach to vertical restraints. The Act also requires annual information on how any marketing or similar fees are spent, and ongoing consultation between franchisor and franchisees. ## The clauses that matter in a Dutch franchise agreement Beyond the mandatory rules, the agreement should deal clearly with: - Licence of brand and formula, and what happens to it at the end.

• Know-how and the operations manual.
• Territory and exclusivity, including the franchisor's own online or corporate sales.
• Fees: entry fee, ongoing royalties and marketing contributions.
• Term, renewal and notice.
• Supply terms, drafted to respect competition law.
• Termination, de-branding and treatment of stock.
• Goodwill mechanics as required by the Act. ## Competition law still applies A franchise is a vertical agreement, so EU and Dutch competition rules apply on top of the Franchise Act. Fixed or minimum resale prices are prohibited; maximum or recommended prices are allowed. Exclusive supply and non-compete clauses are assessed under the Vertical Block Exemption framework, which the Act's one-year non-compete limit was aligned with. This is not legal advice. The Wet franchise is still a relatively young statute and its boundaries are being tested. Use a Dutch lawyer (advocaat) who practises franchise and distribution law before you issue or sign. ## A simple template structure A Dutch franchiseovereenkomst usually runs in this order: 1. Recitals, confirming the pre-contractual disclosure and the four-week standstill.

2. Grant of the franchise and licence of brand and formula.
3. Know-how, training and the operations manual.
4. Territory and exclusivity.
5. Fees and marketing contributions, with annual reporting on their use.
6. Consent thresholds for formula changes and investments.
7. Goodwill: existence, calculation and attribution.
8. Term, renewal and termination.
9. Post-term non-compete (one year, operating area, know-how only).
10. Governing law (Dutch) and dispute resolution. A template is a skeleton. Because the Act is mandatory, the disclosure, standstill, goodwill, consent and non-compete rules are the parts that decide whether a Dutch franchise agreement holds up. ## Why the Act was introduced, and what it changed The Wet franchise was passed to rebalance a relationship that Dutch lawmakers saw as weighted towards franchisors. Before 2021 there was no specific franchise statute; disputes were argued under general contract law and a voluntary code. Franchisees often complained about thin pre-contractual information, mid-term changes to the formula that raised their costs, and uncertainty over goodwill at the end of the relationship. The Act answered those complaints directly. The mandatory disclosure and four-week standstill give the franchisee time and information to decide with eyes open. The goodwill rule forces the parties to confront, in writing and upfront, who owns the value built over the term. The consent requirement stops a franchisor imposing expensive formula changes unilaterally above an agreed threshold. And the duty of good behaviour, running both ways, sets a baseline of fair dealing that a court can apply. For existing agreements, transitional rules gave parties time to bring the goodwill, consent and non-compete terms into line, so older contracts should already have been updated. ## Common mistakes to avoid - Signing before the four-week standstill has run, or restarting the clock incorrectly after a change.

• Leaving goodwill silent in the contract when the Act requires it to be addressed.
• Imposing formula changes or major investments without the required franchisee consent.
• Drafting a post-term non-compete beyond one year, the operating area and the protected know-how.
• Assuming a foreign governing-law clause removes the Act for a franchisee operating in the Netherlands. ## How this fits a single contract workspace Look at the work behind a franchise network and it is the work every repeatable contract needs: drafting from a master template, tuning each franchisee's terms, confirming the mandatory rules are satisfied, keeping every signed version and amendment straight, and never missing a disclosure window, a renewal or a consent threshold. Across a growing set of outlets, doing that by hand in folders and inboxes is where mistakes creep in. That is the idea behind Adira: draft, understand, edit, track and govern contracts in one AI workspace tuned to how your company contracts, with per-clause risk visible, plain-English clause editing and a built-in activity and renewals history. Adira is India-first today, so its deepest local-law support is Indian law. The Netherlands, including the Wet franchise regime, sits in the roadmap for jurisdiction depth rather than in parity today, so a Dutch franchise still needs a Dutch advocaat. The point to carry away is the direction: a network of contracts is easier to run well when it lives in one place, in step, with its dates and obligations in view.