On termination of the agency contract, the agent (provided that the termination is not self-inflicted) is entitled to compensation or goodwill if he has introduced new customers to the principal or substantially increased transactions with existing customers and the transactions with these customers still bring substantial benefits to the principal. This to the extent that (the amount of) the indemnity is equitable. This claim amounts to a maximum of one year’s commission calculated on the basis of the average commission of the past five years.
It is sometimes hard to proof that the transactions with these customers still will deliver significant benefits to the principal. Before determining the goodwill or compensation fee, the agent must state and, if necessary, demonstrate that the principal will continue to be able to make extensive use of the customer relationships established and/or intensified by the agent. A judgment of the Court of Appeal of Arnhem-Leeuwarden shows that it is not (merely) a question of whether the retailers have committed themselves to minimum purchasing obligations or have provided a turnover guarantee, but whether there are agreements of a lasting nature. In that regard, it does not matter whether there are renegotiations with the customer each year. The Court of Appeal held that renegotiation does not detract from the durability of customer relationships. As an agent, however, it does make sense to gather evidence that clients have indeed remained clients even after the end of the agency relationship. Furthermore, it is useful to provide evidence that all customer data has been transferred to the principal and also to require the principal to provide evidence of the efforts it has made to continue to bind the customers brought in by the former agent.
