According to article 7: 442 of the Dutch Civil Code, commercial agents are entitled to payment of a goodwill indemnity in the event of termination of the agency contract and if certain conditions have been met.

The entitlement only exists insofar and to the extent that the commercial agent has acquired new customers or has significantly increased the volume of business with existing customers provided that the agreements with those customers will continue to be substantially beneficial to the principal after termination of the contract.

An indemnity is not due (a) when the principal has terminated due to an urgent reason for which the commercial agent is to blame (e.g. illicit commissions, competetive activities), (b) when the commercial agent has terminated unless this is justified by circumstances attributable to the principal, (c) when the commercial agent, by virtue of an agreement with the principal, assigns his rights and duties under the contract to a third party.

Following the 9 November 2000 judgement of the European Court of Justice (Ingmar GB Ltd. v Eaton Leonard Technologies), the above entitlement of a commercial agent under article 7: 442 of the Dutch Civil Code is to be assumed as being an internationally mandatory rule which must be applied even though the contract is subject to the laws of a foreign country outside of the EU.

The answer to the question what happens if the contract not only provides for a choice of a foreign non-EU Member State law but also for a jurisdiction clause according to which disputes regarding the termination of the agency contract must be brought before a foreign court, remains unclear. In principle the Dutch courts do not have jurisdiction in such cases. However, in an unpublished judgement of 24 February 2005, the Court of The Hague set aside the foreign jurisdiction clause which granted sole jurisdiction to the courts of New York because it was of the opinion that this clause was likely to make it impossible for the Dutch commercial agent to successfully claim payment of an indemnity under article 7: 442 of the Dutch Civil Code.