Step-by-Step Plan: Due Diligence & Setup Blog Series
Blog I of III
How to Structure a Franchise Agreement That Works in the Netherlands
If you’re franchising in the Netherlands, don’t copy-paste your home country’s contract. Align your agreement with Dutch and EU law, be crystal clear about support obligations, and focus on building mutual trust. Local adaptation isn’t optional, it’s essential.
Why You Need a Localized Franchise Agreement
A lot of foreign brands roll into the Netherlands thinking their standard contract will do. It won’t. Dutch franchisees are well-informed, legally savvy, and quick to reject one-sided deals.
Even though EU laws allow cross-border franchising, the Dutch market has its own expectations. Agreements need to be fair, specific, and professionally presented. If your contract looks off, top-tier candidates will walk away.
What to Include—and Adapt
Here’s where your franchise agreement needs to reflect Dutch law and market norms:
1. Follow the Dutch Franchise Act (Franchisewet)
Since 2021, the Netherlands has its own franchise law. Your contract must:
- Share detailed financial forecasts and underlying assumptions
- Offer fair exit terms and address goodwill payments
- Clearly lay out fees, renewal rules, and conditions
- Respect the mandatory 4-week pre-contract “cooling off” period
Skip these, and you risk having parts of your contract thrown out.
2. Balance Brand Control with Local Flexibility
Dutch franchisees expect room to run their business. Overly tight controls especially around pricing or local suppliers can backfire.
Better approach: Let them use alternative suppliers as long as they meet your standards. Stay firm on brand consistency, but flexible on execution.
3. Be Clear About Support
Don’t say you’ll provide “ongoing support” and leave it at that. Spell out:
- How long training lasts and where it takes place
- What marketing help they’ll get ads, CRM tools, templates
- What systems and manuals they’ll have access to
Being specific sets clear expectations and builds trust.
4. Lock Down IP Rights EU Style
Register your trademarks with the EUIPO (not just in your home market). Then include contract terms that:
- Limit IP use to the Dutch market
- Clarify how logos, slogans, and brand content can be used
- Require Dutch localization of any brand materials
5. Choose a Fair Way to Resolve Disputes
Insisting on arbitration in your home country may scare off Dutch franchisees. Consider using a neutral venue—or Dutch courts—for resolving disputes.
A fair resolution clause tells partners you’re in this together, not looking to dominate.
Common Mistakes to Avoid
- Reusing a US or UK contract without legal review
- Skipping the Franchise Act’s disclosure rules
- Making vague promises about support or exclusivity
- Micromanaging prices or local decisions
- Leaving out dispute resolution terms suited to the Dutch market
Bottom Line: Contracts Are Strategic, Not Just Legal
Your franchise agreement is more than paperwork—it’s a signal of your brand’s values.
In the Dutch market, a well-structured, fair, and transparent contract earns you trust, partners, and long-term success.
Next blog is: “How to Structure a Franchise Agreement That Works in the Netherlands”?
You can also read Blog II:
Legal & Financial Must-Knows for Market Entry (Without the Headaches)
You can also read Blog III:
The Franchise Fit Checklist: Are You Ready for the Dutch Market?
