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Contract law in the Netherlands

MAAK Advocaten advise you on the conclusion of international contractual agreements with your Dutch trading partner. Whether it is a question of purchasing a product or entering into a business partnership with a Dutch business partner , MAAK understands the complexity of international business transactions and can advise you on this in a legal capacity. We can also take care of communication in English, German and Dutch to bridge language barriers and increase the chances of a better result. Our specialist attorneys in the Netherlands for contract law at MAAK Advocaten will be happy to answer any questions you may have regarding the violation of Dutch contract law. Our attorneys from Amsterdam are specialized in assisting foreign companies with legal issues concerning Dutch contract law in the Netherlands. Our Dutch lawyers regularly advise on the drafting of contracts under Dutch law , the review or assessment of such contracts or general terms and conditions or represent English-speaking clients in disputes in the Netherlands. Feel free to contact us. 

Dutch commercial contract law specialists

MAAK Advocaten has a team of Dutch lawyers who are specialized in the drafting, negotiating and terminating of commercial agreements governed by Dutch law. Our lawyers in Amsterdam will be happy to assist you with any commercial contract matters in the Netherlands. Please do not hesitate to contact  us.

Our Dutch contract lawyers

Remko Roosjen | Partner & Dutch contract lawyer

Sander van Someren Gréve | Associate & Dutch contract lawyer

Max Schwillens | Associate & Dutch contract lawyer

Jacco Bruinsma | Associate & Dutch contract lawyer

Remko Roosjen

Sander van Someren Gréve

Max Schwillens

Jacco Bruinsma

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Contract law in the netherlands, amsterdam, dutch contract law: the foundation of business transactions.

In the heart of Europe, Dutch contract law holds the key to seamless commercial transactions within the Netherlands. It establishes the legal framework governing agreements between parties, offering clarity and precision in defining their rights and responsibilities. Understanding the nuances of this legal landscape is paramount for individuals and businesses operating in the Dutch market.

Contracts Under Dutch Law: The Power of Binding Agreements

Dutch law recognizes contracts as binding once the process of offer and acceptance is complete. This fundamental principle ensures security and predictability in business dealings, solidifying Dutch contract law’s reputation as a robust and dependable system.

The Autonomy of Contracting Parties: Tailored Solutions

Dutch contract law champions the autonomy of contracting parties, granting them the freedom to craft agreements tailored to their specific needs and intentions. This flexibility enables the creation of bespoke contracts that suit the unique circumstances of each transaction.

MAAK Advocaten: Your Trusted Dutch Contract Law Partner

Navigating the intricate landscape of Dutch contract law can be challenging, especially for those unfamiliar with its intricacies. This is where MAAK Advocaten, a leading Dutch law firm specializing in contract law, emerges as your indispensable partner.

The Epitome of Contract Law in the Netherlands

In the realm of Dutch contract law, MAAK Advocaten shines as a beacon of excellence. Our team of dedicated legal professionals possesses a profound understanding of Dutch contract law, offering invaluable guidance and support in the creation, negotiation, and review of contracts.

Your Contract Lawyer in Holland

Within Holland’s dynamic legal landscape, a contract lawyer from MAAK Advocaten is your trusted ally. Our expertise in Dutch contract law ensures that your contracts meet the stringent requirements of the Dutch legal system. Whether you are a Dutch native or an international entity operating in Holland, our contract lawyers are your compass in navigating the world of Dutch contracts.

Contract Lawyer in Amsterdam: Local Roots, Global Reach

As the vibrant international hub of Amsterdam attracts businesses from across the globe, MAAK Advocaten stands ready to serve as your contract lawyer in Amsterdam. We not only offer local expertise but also a global perspective, adeptly handling international contracts and transactions.

Resolving Disputes About a Dutch Contract: MAAK Advocaten’s Expertise

In the business world, disputes can arise despite the best intentions and well-crafted contracts. When conflicts escalate, MAAK Advocaten steps in with its unparalleled expertise in resolving disputes related to Dutch contracts.

Dutch Litigation: Ensuring Fairness and Justice with MAAK Advocaten

MAAK Advocaten’s proficiency in Dutch litigation procedures guarantees fairness and justice in dispute resolution. Our firm is renowned for its efficiency and effectiveness in settling contractual disagreements, ensuring that your interests are protected.

Reviewing a Dutch Agreement: MAAK Advocaten’s Prudent Approach

Before committing to any contractual arrangement in the Netherlands, it is imperative to review the agreement meticulously. This process ensures that the terms and conditions align with your expectations and comply with Dutch contract law.

MAAK Advocaten’s Comprehensive Review

When you entrust MAAK Advocaten with the review of your Dutch agreement, you can expect a thorough examination. We scrutinize the agreement for clarity, compliance with Dutch law, alignment with your rights and obligations, and the presence of robust dispute resolution mechanisms.

In Conclusion: Empowering Your Success with MAAK Advocaten

Dutch contract law serves as the bedrock for successful business transactions in the Netherlands. To navigate this legal terrain with confidence and achieve your goals, partner with MAAK Advocaten. We offer the expertise of seasoned contract lawyers, whether you require legal assistance in Holland or Amsterdam, or find yourself in the midst of a dispute about a Dutch contract.

At MAAK Advocaten, we are not just legal practitioners; we are your partners in achieving legal success. With our profound knowledge of Dutch contract law and unwavering commitment to your interests, we ensure that you are equipped to excel in the Dutch market.

Contact our Dutch law firm

More information? Remko Roosjen is a Dutch contract attorney in the Netherlands  and creates close working relationships with clients, providing pragmatic solutions across on all legal matters in the Netherlands. Remko is a partner of our  Dutch Debt Collection office in Amsterdam, the Netherlands . His specialist areas include  Dutch Contract Law , including  Dutch Commercial Contracting  and  Legal Disputes , including civil litigation, arbitration and mediation. Remko is a sharp, creative Dutch attorney with extensive cross-border experience representing both foreign plaintiffs and defendants. Visit Remko’s profile via the  website  or via his  LinkedIn Profile .

Distribution, Agency and Franchise under Dutch law

Dutch law also provides for certain types of contracts, such as purchase agreements, franchise agreements, distribution contracts , commercial agency contracts , collaboration agreements, supply agreements, joint venture agreements, takeover agreements, etc.

There can be many questions when entering into an agreement, its content as well as its termination. For example, a distribution agreement is not regulated by law under Dutch law. The Franchise Act is also relatively new in the Netherlands. In addition, there are many procedures in the field of agency.  If you have any questions regarding Dutch contract law, our Dutch attorneys in Amsterdam lawyers will be happy to assist you. 

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• News & insights
• Non-assignment claus…
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Andrei Babiy

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8 December 2020

Lending focus – December 2020 – 6 of 8 Insights

Non-assignment clauses in Dutch law: the end of the road?

On 2 June 2020, an act to abolish the practice of contractually agreeing prohibitions/restrictions on the transfer or pledging of receivables – insofar as they have been obtained in the exercise of a profession or business – was submitted to the House of Representatives (the Act).

If the Act is passed by the Dutch Parliament and enters into force, any such contractual clauses will be null and void.

What are the policy objectives?

The Act aims to stimulate the growth and development of smaller businesses.

Smaller businesses commonly assigned or pledged their receivables to a lender, who might then lend them up to 80% of the value of such receivables. This assisted them with raising capital for growth. However, other parties contracting with SMEs have begun to insist on barring such assignments or pledges, making invoice financing a near-impossibility for smaller traders.

The Act will counter this recent practice, making it easier once more for SMEs to raise capital.

Current law

In principle, under Dutch law, the ownership of receivables is transferable, unless the law or the nature of the receivable prevents a transfer. Contracting parties are therefore free to determine the parameters and limitations of such receivables.

Exclusively for receivables, s3:83 paragraph 2 of the Dutch Civil Code (DCC) determines that their transferability can be prohibited contractually. If a contract prohibits the transfer of receivables, then they can neither be transferred nor pledged.

A transfer contrary to such clause will, depending on the exact wording of the clause and its interpretation, result in a default (under contract law) or the non-transferability of the receivable, and thus the invalidity of any attempted transfer or pledge (under property law). 

To stimulate the provision of loans to SMEs, the Dutch legislator intends to amend s3:83 of the DCC. 

The Act states that the transferability or pledging of a business’s receivables can no longer be contractually excluded. Any such clause will be null and void. The expectation is that this will increase the credit potential of borrowers, enabling them to use these receivables as security for their borrowings. 

Any transfer or pledge of receivables arising from a business or profession must be in writing. Furthermore, notification of transfer or pledge to the third party (debtor of the receivable) must also be in writing. These latter requirements are not particularly onerous, since written agreements are the norm in international financing practice.

The amended s3:83 of the DCC will not only apply to new agreements but also to existing ones, as from three months after the Act comes into force. 

The legislator intends to include several exceptions to the new rule. The following receivables are excluded and may therefore still be subject to transferability and pledging restrictions:

• receivables arising from a current or savings account
• receivables arising from syndicated loans
• receivables from or on a clearing institution, centralised counterparty, settlement agent, clearing institution, or central bank, and
• pecuniary claims which are to be paid on the basis of an agreement as referred to in s34(3), s35(5) or s35a(4) of the Collection of State Taxes Act 1990 into a bank account held for the payment of wage tax, turnover tax and social insurance contributions.

As noted above, receivables arising in the context of syndicated loans concluded on standard LMA documentation will not fall within the scope of the new rule.

The ability to provide collateral for credit facilities should boost lending sources for SMEs and provide a much-needed stimulus for growth.

Find out more

To discuss any of the issues raised in this article in more detail, please contact a member of our Banking & Finance team.

In this series

Retirement living q&a: ground-breaking real estate investment by royal london, new dutch restructuring legislation: the best of both worlds.

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Dovetailing loan and hedging arrangements: English courts hold the line

Directors in the spotlight: wrongful trading.

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Taking security over a domain name, appointing administrators: victory for secured lender.

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Lease Assignment Agreement

€  10,00 excl. btw

A lease assignment agreement includes arrangements about the transfer of a lease contract to someone else. The arrangements are passed to the new lessee without any changes. For catering establishments a specific model is available, because the brewery is a co-signatory too.

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Description

Assignment of lease agreement.

A lease agreement business space can’t be terminated before the end of the term. Upon sale the current lease contract must be transferred to the new owner. For this you can use our lease assignment agreement.

In principle, the lessor (retail space, office space, catering establishments and the like) has an obligation to cooperate, unless there are well-founded objections. When renting out residential property other rules and regulations apply: in this case it’s possible to refuse without stating reasons.

Our Lease Assignment Agreements are also available in Dutch .

What is the difference

A lease agreement assignment isn’t a new lease agreement. It’s a continuation of the current arrangements in the name of someone else. All rights and obligations are passed unchanged, including the rent. The agreement is signed by 3 parties: the lessor, current lessee and new lessee. In case of an acquisition of a catering establishment (in Dutch: overname horecaonderneming ) the brewery is a co-signatory, so 4 parties will sign the agreement.

How to fill in the agreement

Fill in the name and address of the property. State the date on which the agreement will be transferred and registered in the name of the new lessee. By signing the agreement the new lessee will take over all obligations. The current lessee guarantees the payment of the rent until the date of transfer.

Includes the following provisions:

• Description of the parties;
• Details of the lease agreement;
• Date of transfer;
• Guarantees.

This document can be used in the following situation: An assignment of lease is a title document that transfers all rights possessed by a lessee to another party. This is usually the case when someone buys a company and the new owner wants to continue business operations at the same location.

In practice, a lessor will cooperate. However he does run a risk, because the new lessee is an unknown party. Before signing it’s possible to ask for additional guarantees, such as a rental guarantee (in Dutch: garantstelling huur ). Apart from that, the new lessee also has to take responsibility for obligations such as a security payment.

Specifications

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Assignment Agreement (B2B)

With an assignment agreement (also known as services agreement or commission agreement) you can hire a contractor for the execution of certain services, or if you are the service provider, use this as your standard offer agreement.

In the assignment agreement, you can specify:

• which services are offered;
• the fee and payment details;
• intellectual property, confidentiality; and,
• what the duration of the agreement will be.

Please Note : this agreement can only be used when both the contractor and the client are Dutch legal entities (BV, NV, stichting or vereniging). If this does not apply to your situation, a good alternative is our Freelance agreement or contact us.

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What is it?

An assignment agreement is a contract between the client and the contractor about a service or assignment executed by the contractor. In such a contract, among others, the following things are specified:

• which service or assignment the contractor offers;
• what client pays for it;
• intellectual property, confidentiality; and

Why do I need it?

With an assignment agreement, you make sure that the arrangements between you and your client or contractor are clearly documented. This provides both parties certainty and prevents discussions and conflicts.

Topics covered include:

• the price for the assignment;
• the duration of the assignment;
• what happens with the intellectual property;
• rules regarding liability.

Also known as..

• Services Agreement
• Commission Agreement

Important tips

You may choose to use  general terms . General terms owe their popularity to the fact that they enable you to make your deals much faster. When using general terms, you can limit your assignment agreement and include solely the key topics, such as the price and the duration. However, make sure you use the general terms correctly. Not only should the offer refers to the general terms, you are also legally obligated to provide the terms ( ter hand stellen ) to your client. It is not required that the client actually reads the terms, but your client should at least have the  possibility  to read the general terms. If this is not done properly, a court could rule that your terms are not applicable. Of course, you are not obliged to make use of general terms. You may also include all details in the actual contract or offer. This, however, makes the assignment agreement rather long and an enormously time-consuming practice.

Legal explanation

This agreement reflects best practices based on numerous agreements that we have drafted, reviewed or even litigated. We aim to create a balanced agreement that helps both the client and the contractor to protect its interest, it is written in plain English without the fuss and lingo of your ordinary legal document.

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Freelance agreement (en), general terms and conditions - services (en), opdrachtovereenkomst (b2b).

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The Netherlands

An outline of pre contractual obligations in relation to the Netherlands.

Key contacts

Pre contractual negotiations, is there an implied duty of good faith to continue to negotiate.

Under Dutch law, the relationship between parties in negotiations is governed by the principles of good faith, reasonableness and fairness. Generally, parties are free to break off negotiations unless they have led the counter-party to have justified expectations.

If such expectations exist, ending the negotiations may be regarded as frustrating the reasonable expectations of the other party that an agreement would be reached. This is treated as a breach of good faith principles.

In Dutch case law, four separate negotiating phases are identifiable. The rights and obligations of the parties to the negotiations - and in particular whether unilateral termination is possible (with or without compensation for damages) - differ depending on which negotiation phase the parties are in. During the negotiations the parties may shift from one phase to the other and back depending on the specific circumstances. The four phases are:

• phase 1: introductory discussions:  the discussions between the parties have not reached the stage where breaking off the negotiations would constitute a wrongful act
• phase 2: discussions between the parties have reached such a stage that breaking off the negotiations would constitute a wrongful act if the breaking party did not compensate the other party for its costs
• phase 3: discussions between the parties have reached such a stage that the non-breaking party has developed a justified expectation that an agreement will be reached
• phase 4: the parties have reached a binding agreement on the transaction. Note that this phase may even be reached before the parties have executed a written agreement.

The parties are, however, free to specifically agree on the negotiations process to be followed and the stage at which binding obligations will arise, so that the aforementioned phases and accompanying rights and obligations do not apply.

Typically, this would be agreed upon in writing through a letter of intent or similar document before negotiations commence in earnest. Such document may state that no binding obligations will arise until, for example, an agreement in writing is executed or certain specific conditions have been met. It should be noted that these arrangements on the transaction process are subject to the requirements of reasonableness and fairness, and the fair expectations of the other party. Breach of these arrangements may again lead to liability for damages.

If, for example, the letter of intent provides that no agreement will be deemed to have been reached until a written agreement has been executed, then walking away from the transaction may still constitute a wrongful act if all conditions precedent (e.g. satisfactory outcome due diligence) are fulfilled and the parties have (more or less) reached full agreement on the wording of the agreement.

In such case the breaking party has to have a good reason for breaking off the negotiations, e.g. an unexpected development of results below budget or other unexpected material adverse change.

Generally, specifically agreed conditions precedent will be upheld by the courts if they are objective conditions. Conditions precedent such as availability of bank financing, a satisfactory outcome of the due diligence and prior board or shareholder approval are regular and will generally be upheld. However, invoking such conditions may still constitute a wrongful act if the withdrawing party has caused the non-fulfillment of the conditions, or if the justified expectation was created in the opposite party that conditions will be fulfilled.

For instance, if the party invoking the conditions has throughout the process referred to the conditions as 'a mere formality', or if it becomes clear that the corporate body whose approval was required, was actively involved in the entire process, invoking the conditions may still constitute a wrongful act. In other words, the principle of law applied is 'substance over form'.

The factual behavior of the parties and the expectations they have raised with each other as to the outcome of the negotiations will be taken into account in judging whether breaking off the negotiations was acceptable or not.

What are the consequences of termination of negotiations by one party unilaterally?

Under Dutch law, the breach of a binding agreement may give rise to liability on the part of the breaching party.

Even where there is no binding agreement, an unacceptable termination of negotiations could lead to liability for costs (negative contractual value) and - in extreme circumstances - for loss of profits (positive contractual value).

The consequences of unilaterally terminating negotiations will depend on which negotiating phase the negotiations are in:

• phase 1 - the parties are free to terminate the negotiations at will without consequence
• phase 2 - the parties may terminate the negotiations, but the terminating party may be required to compensate for the costs incurred by the non-terminating party
• phase 3 - If a party terminates the negotiations, it may be compelled to resume the negotiations by court order given in injunction proceedings. Terminations of discussions will constitute a breach of contract and may result in liability for damages, including loss of profit. Courts tend to be more reluctant to order a party to continue negotiations or to attribute damages on the basis of positive contractual value than on the basis of negative contractual value, and these will only be attributed under exceptional circumstances, and
• phase 4 - a binding agreement has been reached, and a termination of the negotiations will be considered a breach of contract. The non-breaching party may claim specific performance and/or compensation of damages.

What is the potential impact on third party rights?

Unless specifically stipulated otherwise, agreements and negotiations do not create third party rights. However, if certain expectations were created in a third party (for instance that a transaction would take place) on the basis of the conduct or verbal or written undertakings of a party, the party breaching those expectations may be liable on the grounds of tort.

Confidentiality agreements

Are there implied confidentiality obligations where there are no formal confidentiality agreements entered into by the parties.

Under Dutch law, there is no implied duty of confidentiality. In the absence of an express commitment, the aggrieved party can only make a claim on the basis of a wrongful act ( onrechtmatige daad ) by the other party.

This carries with it a heavy burden of proof, so it's therefore common to specifically agree on confidentiality before entering into negotiations.

A confidentiality agreement will be binding on the parties to it. Penalty clauses pursuant to which the party in breach forfeits a penalty to the aggrieved party, are allowed and in fact customary. The court may mitigate the amount of the penalty if excessive.

What are the consequences of breach?

In the event of a breach, the aggrieved party may seek specific performance (forcing the party in breach to stop using or disclosing confidential information) and/or compensation of damages. If a penalty clause was agreed, the party in breach may forfeit a penalty.

Are specific terms/formalities required for a binding confidentiality agreement?

Exclusivity arrangements, can an obligation to negotiate exclusively be implied where no formal agreements are entered into by the parties.

Under Dutch law there is no implied duty of exclusivity. Exclusivity agreements are customary in Dutch law.

Are any specific terms/formalities required to make exclusivity arrangements enforceable?

Subject to the overriding principles of reasonableness and fairness, there are no legal constraints or requirements on those agreements and they will be binding.

Heads of agreement

Are they legally binding.

The fact that a document is called letter of intent or heads of agreement is in itself not decisive under Dutch law as to whether or not the document contains binding and enforceable commitments.

Even remarks in the headings, such as 'subject to contract', may be mitigated by the text of the document itself and more importantly by the factual behavior and the content of communications between the negotiating parties (substance over form).

It is therefore very important to carefully word letters of intent or similar pre contractual documents so that there can be no misunderstanding about the extent of their desired binding effect. Compensation may be awarded if a party who terminates the negotiations clearly disappointed the non breaking party's justified expectations that an agreement would be reached.

In that case the non binding agreement provision or a condition precedent will have no effect. In order to prevent such justified expectations arising it is advisable to first of all include clear and objective conditions precedent and secondly clearly communicate on the conditions precedent and the (expected) fulfillment thereof.

Breach of pre contractual agreements may result in liability for the defaulting party. In general, damages will be the remedy but actions for specific performance may also be brought. In exceptional circumstances, compensation for "lost opportunity" can be claimed.

A pre contractual agreement may also set out a specific basis on which damages will be payable (eg liquidated damages). The courts tend to be more reluctant to order a party to continue negotiations or to award damages on the basis of positive contractual value.

The courts would be less reluctant to award compensation of costs (e.g. of professional advisers) but again only where the party that terminates the discussions has clearly disappointed the non breaking party's justified expectations that an agreement would be reached, or has caused the other party to incur extraordinary costs in the negotiation process.

Letters of intent which are intended to be legally binding are enforceable by and against the parties to the agreement. A third party (e.g. the target company) may in some circumstances make a claim on the basis of a wrongful act ( onrechtmatige daad ).

Can heads of agreement have any tax implications/adverse consequences?

Letters of intent serve the valuable purpose of setting out the commercial reasons for the transaction, especially those transactions that are tax driven. This might assist the parties in avoiding any tax avoidance challenges by the local tax authorities under applicable anti abuse provisions.

Depending on the content of the letter of intent, signing of such a letter could be considered as constituting an obligation and/or alienation which could trigger Dutch tax consequences, such as the termination of a fiscal unity, or the use of existing losses of the target company, etc. 

Are break fees usually payable?

Termination of pre contractual agreements such as letters of intent may result in the payment of a break fee, if this is specified in the agreement.

What are the main legal issues to be considered e.g. enforceability?

The pre contractual agreement may set out specific termination events in which break fees are payable. An arrangement for the payment of break fees in pre contractual agreements is legally binding and enforceable. Break fees may increase as negotiations become more advanced.

In public takeovers, standard market practice is a doctrine that the extent of break fees payable by a target company should be reasonable in the given circumstances and should not act as a de facto block to terminating negotiations.

This document (and any information accessed through links in this document) is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.

Rob Hendriks

Partner Amsterdam, The Netherlands

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Does the assignment of a claim in respect of which arbitration has been agreed lead to a lack of jurisdiction of the court?

Nowadays, parties are increasingly choosing to have their disputes settled by means of arbitration. An arbitration agreement results in, among other things, a lack of jurisdiction of the court. However, the arbitration clause Provision in which parties agree to settle any future disputes by arbitration » Meer over arbitration clause arbitration clause only has effect between the parties. So what happens if a third party takes over a claim in respect of which arbitration has been agreed by the original creditor and debtor? Onno Hennis, a lawyer specializing in procedural law, explains who is competent in such a case: the judge or the arbitrator.

Arbitration

Parties may agree to arbitration in the case of disputes in which they are free to determine the legal consequences. Arbitration can be described as a private form of settling disputes. Instead of referring the dispute to the court, the parties appoint an arbitrator to judge their dispute. The judgment of the arbitrator is binding on the parties and results in an enforceable title.

Benefits of arbitration

There are various reasons to agree to arbitration. For example, the parties can choose their arbitrator(s) themselves. This can be useful when, for example, specific technical expertise is required to properly judge a dispute. Furthermore, the arbitration procedure is generally confidential (as opposed to government courts, where hearings and the verdict are public). However, the main reason for choosing arbitration is usually the fact that arbitral awards can easily be enforced internationally.

Government courts

By agreeing on arbitration, the parties will block regular legal proceedings. The law requires a judge to decline jurisdiction when one of the parties invokes a valid arbitration agreement. The same applies in the reverse situation: an arbitration court is only competent if and insofar as there is a legally agreed arbitration clause between the parties. If there is no valid arbitration agreement, only the “normal” court has jurisdiction.

Claim transfer

In practice, the parties often transfer claims. The transfer of a legal claim is called an assignment. The “assignor” is the person who transfers the claim to the “assignee”. The original debtor of the assignor is called the “assigned debtor”.

Assignment of a claim with an arbitration clause

Now imagine the following scenario. A contract has been concluded between A and B. On the basis of this contract, A has a monetary claim against B. In the contract, A and B have agreed to arbitration. A transferred his claim to C at one point. If C wants to collect his claim against B, the question arises whether he should initiate court proceedings or settle the dispute through arbitration.

Transfer does not affect defenses

The law states that assignment does not affect the means of defense of the assigned debtor. The idea behind this is that the legal position of the debtor should not become worse as a result of the transfer, which takes place entirely without his involvement.

The defenses also include all formal defenses.

Therefore, if C were to initiate court proceedings, B would be able to invoke the court’s lack of jurisdiction, because a valid arbitration agreement was concluded between B and A, and C was bound by that agreement. The court will then decline jurisdiction. C will therefore have to refer his claim to the court.

Obligation of the assignee

The fact that C is bound by the arbitration clause (despite the fact that he was not involved in its establishment) is justified, among other things, by the fact that C knew or at least could have known that the contract between A and B included arbitration when he took over the claim. If he did not want to be bound by it, he could have decided not to take over the claim.

The reverse situation

What about the reverse situation? What if C wants to enforce his claim through arbitration, but B prefers to settle the dispute in court? Can B dispute the competence of the arbitrator in the arbitration proceedings initiated by C on the ground that no arbitration has been agreed between him and C? Or is B (also) bound by the arbitration clause vis-à-vis C?

Transfer of ancillary rights

The answer is that B is also bound by the arbitration clause vis-à-vis C. This is because the law stipulates that in the case of assignment all ancillary rights (such as agreed interest, etc.) are also transferred to the assignee along with the right to claim. The Supreme Court of the Netherlands already determined in 1933 that an arbitration clause is an ancillary right and that this clause can therefore successfully be invoked against the assigned debtor by the assignee.

Obligation of the assigned debtor

It is logical that B is bound by the arbitration clause vis-à-vis C (although they never agreed on arbitration with each other). When concluding the contract, B chose arbitration instead of a government court. The fact that he now has a new counterparty does not alter that fundamental choice. If B had wanted to ensure that he would only be bound by arbitration with A and not with C, he should have stipulated that in the contract.

AMS Advocaten: legal assistance in arbitration proceedings

Are you involved in arbitration proceedings or do you wish to initiate arbitration proceedings, and are you looking for experienced and expert assistance? If so, please contact one of the specialists of AMS Advocaten without obligation.

Onno Hennis

At AMS Advocaten Onno focuses on corporate and commercial litigation . He advises clients on various legal issues in the areas of company law, contract law and tort. Follow Onno on LinkedIn .

Prins Bernhardplein 200, 1097 JB Amsterdam, Nederland    [email protected]    +31 (0)20 24 00 710

Termination of contracts or agreements under Dutch law

In a short period of time the economic mood has evolved drastically due to the coronavirus: in the beginning of March 2020, the focus was on collaboration, transactions and new projects. However, in that same month, the central question became what legal measures can be taken during the corona crisis. No one was prepared for this situation, which requires solidarity and a helping hand in managing the crisis as effectively as possible.

One of the themes that we are now dealing with on a daily basis concerns the termination of agreements in accordance with Dutch law. After all, in times of crisis everyone needs to save costs which often results in the termination of a contract. For the avoidance of misunderstandings: the terms ‘contract’ and ‘agreement’ will be used as synonym throughout this blog.

How to terminate an agreement under Dutch law?

This question is relevant at all times and in every context. However, in times of crisis, ‘business-as-usual’ may become uncertain and this question becomes one of the most frequently asked questions. During the past few weeks we already received the following examples:

• The buyer of a company desired to cancel the acquisition;
• The tenant of a new office building wanted to terminate the just signed Letter of Intent (LOI) because the unexpected mitigated forecast following the corona virus outbreak;
• A client had to cancel all its assignments with freelancers;
• Due to the lack of funding a proposed collaboration concerning the development of software had to be terminated; · A loan agreement became due because the collateral decreased in value too much; and
• An important investor pulled back the day before the execution of an agreed share issuance.

There will be many more examples involving the termination or cancellation of contracts the upcoming weeks and months. In view hereof, the question remains:

What are the possibilities for termination? Will such termination lead to liability for damages?

In answering this question, we will not discuss situations where a party relies upon ‘force majeure’, ‘changed circumstances’ or ‘material adverse events’. Although very relevant indeed, we will discuss these themes separately soon.

Preliminary question: is there a breach of contract?

If you desire to terminate an agreement, the first question is, whether there exists a breach of contract or default. A default situation generally exists if a party does not fulfill its contractual obligations. In such event, under Dutch law, the other party has the option to dissolve (in Dutch: ontbinden) the agreement (unless such option has been explicitly excluded in the agreement).

A prerequisite for invoking the right to dissolve the agreement, is that the defaulting party has been given written notice of the default (generally through a reminder or summons), thereby setting a reasonable term to fulfill its obligations under the agreement. If the defaulting party still fails to comply with the agreement after that notice term, the defaulting party will be in default and the agreement may be dissolved. In addition, the defaulting party can be held liable for damages resulting from the breach of contract.

In the event it is no longer possible for a party to fulfill the contractual obligation, or if that party directly indicates that he will not going to (be able to) fulfill the contractual obligation, the other party may immediately dissolve the agreement, without first having to provide written notice of the default.

Termination for convenience (“opzegging”)

Most agreements under Dutch law may also be terminated for convenience. However, some contracts cannot be terminated for convenience, for example: or a perpetual leasehold or a shareholders agreement (unless indicated otherwise in the agreement).

How do you terminate an agreement for convenience under Dutch law?

In most cases, contracts under Dutch law contain a provision that provides for the termination of the agreement for convenience. Therefore, a first step would be to verify the contract (including the general terms and conditions that may apply) and inspect the termination provisions. In many contracts, the termination notice must be provided in writing thereby taking a notice period into account. If such formalities have not been properly applied, the termination will in principle not take effect.

Important: check the law too!

For some specific types of agreements, Dutch law contains obligatory termination provisions. This for example applies to employment contracts, lease contracts and agency contracts. Consequently, in certain cases, additional rules or restrictions may prevent an easy termination.

What if the contract does not contain a termination clause?

If the agreement does not contain a termination clause, the termination of the agreement could be effected on the basis of applicable legal provisions. Under these circumstances, the following principles apply:

• if the agreement has been entered into for a definite period of time, the agreement will terminate after the expiry of that period;
• if the contract has been entered into for the performance of a specific assignment (for example, for building certain software), the agreement will terminate after that assignment has been completed;

Does this mean that there are no opportunities for early termination of such agreement? No, the following options remain available:

• a first option may be to come to a mutual termination arrangement in consultation with the other party. This requires the consultation with the other contracting party and potentially also some financial compensation as a result of the early termination;
• a second option can be to rely upon force majeure or changed circumstances (e.g. the corona virus outbreak). This may trigger the possibility to dissolve the agreement (in case of force majeure) or to terminate, or amend the consequences of the agreement (in case of changed circumstances).

The termination of continuing performance agreements under Dutch law

Continuing performance agreements are agreements that have been an ongoing or perpetual nature. Distribution agreements, license agreements, (indefinite) employment contracts, (indefinite) lease agreements and franchise contracts are examples of continuing performance contracts.

Either the law (i.e. employment or lease agreement) or the contractual terms (i.e. general terms and conditions) generally determine the termination conditions. Even in the event the ongoing performance agreement or the law do not provide for termination conditions, the starting principle is that such ongoing agreement could be terminated for convenience. Depend on the circumstances of the specific case, special attention must be paid to (i) the length of the notice period that should be taken into account and (ii) the possible duty for the terminating party to compensate the other party financially.

Would you like to know more about the termination of contracts under Dutch law, do not hesitate to contact us at [email protected] or Lukas Witsenburg directly at [email protected] .

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Suspension of saas-contracts in the event of non-payment under dutch law.

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Debt Assignment and Assumption Agreement

Rating: 4.7 - 23 votes

A Debt Assignment and Assumption Agreement is a very simple document whereby one party assigns their debt to another party, and the other party agrees to take that debt on. The party that is assigning the debt is the original debtor; they are called the assignor. The party that is assuming the debt is the new debtor; they are called the assignee.

The debt is owed to a creditor.

This document is different than a Debt Settlement Agreement , because there, the original debtor has paid back all of the debt and is now free and clear. Here, the debt still stands, but it will just be owed to the creditor by another party.

This is also different than a Debt Acknowledgment Form , because there, the original debtor is simply signing a document acknowledging their debt.

How to use this document

This document is extremely short and to-the-point. It contains just the identities of the parties, the terms of the debt, the debt amount, and the signatures. It is auto-populated with some important contract terms to make this a complete agreement.

When this document is filled out, it should be printed, signed by the assignor and the creditor, and then signed by the assignee in front of a notary. It is important to have the assignee's signature notarized, because that is the party that is taking on the debt.

Applicable law

Debt Assignment and Assumption Agreements are generally covered by the state law where the debt was originally incurred.

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At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

Agreement to Assign Debt, Agreement to Assume Debt, Assignment and Assumption of Debt, Assumption and Assignment of Debt Agreement, Debt Assignment Agreement

Country: United States

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Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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Contract law in the Netherlands

Contents of a contract, performance, breach, remedies, types of contract under dutch law, employment law in the netherlands, employment termination, dismissal of an employee, employment law - miscellaneous.

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Acceptance of an offer - Dutch contract law

• Contract law
• Acceptance of an offer

How is a contract formed under Dutch law?

A contract under Dutch law is formed by an offer and its acceptance (art. 6:217(1) of the Dutch Civil Code). Under Dutch law, a contract comes into existence at the time of acceptance of an offer.

What are the contract formation requirements under Dutch contract law?

As a general rule, formation of contract is not subject to any requirements of form. This means that contracts may be concluded orally, or even tacitly by conduct of the parties from which the relevant intention can be inferred (article 3:37(1) of the Dutch Civil Code). Nevertheless, in certain cases there is a statutory requirement of form. For example, certain terms in contracts of employment must be in writing. Furthermore, there are instances where Dutch law prescribes the use of a notarial instrument, such as for the formation of companies or the sale of real estate.

In any case, it is advisable to put the contractual terms into writing and have them signed by both parties in order to avoid difficulties with providing evidence of the content or even the existence of an agreement.

What is an offer under Dutch contract law?

To be capable of acceptance an offer must include all the necessary information for the purported contract. For example, in most cases an advertisement is an invitation to make an offer rather than an offer.

What is acceptance of an offer under Dutch contract law?

Acceptance is a declaration of will on the part of the offeree addressed to the offeror, which establishes the consent of the offeree to the terms of offer. Acceptance can be expressed by means of a statement, express or implied, or by conduct (art. 3:37(1) of the Dutch Civil Code). An act of performance of the proposed contract may also result in acceptance.

Under Dutch contract law, an acceptance must comply with the terms of the offer, otherwise it will be considered a counter-offer (6:225(1) of the Dutch Civil Code). This means that the offeree must unconditionally accept the terms of the offer. However, a deviation that relates only to minor terms of the offer will not prevent the purported acceptance from being valid.

To ensure certainty as to the terms of the contract, it is advisable to ensure that all variations on the terms of an offer have been duly assented to by the offeree. Similarly, it is advisable for an offeror to immediately object if a purported acceptance deviates from an offer in an unacceptable manner.

In some Common Law jurisdictions, acceptance occurs at the moment that acceptance is dispatched via post by the accepting party. Under Dutch law, acceptance takes place at the moment that the acceptance is communicated directly to the offeror.

What is the time limit for acceptance under Dutch law?

Under Dutch law acceptance of an offer must reach the offeror within the time fixed by the offer. Article 6:221(1) of the Dutch Civil Code makes a distinction between verbal and written offers. If no time has been agreed upon, a verbal offer will lapse if it is not immediately accepted. A written offer will lapse if it has not been accepted within a reasonable period of time.

Thus, attention must be paid to the circumstances of the case. Generally, an offer will remain valid for the time reasonably needed for the offeree to consider the offer and communicate his decision.

An acceptance which has not reached the offeror, or has not reached him in time, is nevertheless effective if the delay can be attributed to the offeror’s own act, from the act of persons for whom he is responsible, or from other circumstances personal to him and that justify that he bears the consequences (art. 3:37(3) of the Dutch Civil Code). If this is the case, the contract is deemed to have come into existence at the time when, in absence of the intervening event, the acceptance would have been received (art. 6:224 of the Dutch Civil Code).

When can an offer be revoked under Dutch law?

In principle, offers are revocable by the offeree up until accepted. Where an offer indicates that it is made without obligation, it may even be possible to revoke the offer after acceptance, provided that the revocation occurs without delay.

In some cases, an offer will be irrevocable. For example, where a time limit for acceptance is specified in the offer, the offer will be irrevocable during this period (art 6:219(1) of the Dutch Civil Code). An offer may also be irrevocable where the offeree is under an existing obligation to enter into the particular contract.

When is acceptance of an offer too late under Dutch law?

According to article 6:223 of the Dutch Civil Code, an offeror can still treat a late acceptance as a timely one if he wishes to do so. In such a case, the offeror must inform the offeree right away. If the offeror believes or ought to believe that the delay of the acceptance was not known to the other party, a late acceptance will be treated as a timely. An exception to this is where the offeror communicates without delay to the other party that he considers the offer to have expired.

Contracts for the International Sale of Goods – involving a Dutch buyer or seller

The Netherlands is a contracting state to the United Nations Convention on Contracts for the International Sale of Goods (CISG). When both the buyer and seller are from Contracting States the CISG applies. The CISG will also apply if Dutch law is applicable to a contract for the international sale of goods. The CISG will not apply if the parties have excluded its application in their contract.

The CISG contains its own rules about formation of contract. There are no formal requirements for a contract for the sale of goods under the CISG (Art. 11). The CISG provisions are mostly consistent with Dutch law on general contracts as described above. However, there are a few points of difference that may have implications where a dispute as to formation of an international contract for the sale of goods has arisen.

About the author

Jan Willem de Groot has been a lawyer in the Netherlands for 35 years. He is now an author and speaker on Dutch civil law. As a Dutch lawyer, his main areas of expertise are contract law and litigation in the Netherlands.

Lawyers in the Netherlands

Dutch contract law, dutch employment law, litigation in holland.

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Carrying out temporary assignments as a self-employed professional in the Netherlands

If you are a self-employed entrepreneur and intend to carry out a temporary assignment in the Netherlands, you will have to comply with the rules set by the Dutch government. You can use this checklist to find out what you need to do and consider.

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Is a zzp'er or a freelancer the same as a self-employed professional in the netherlands, 1. check whether you meet the conditions for residence in the netherlands, 2. check whether you have the required documents, 3. register with kvk and/or the netherlands tax administration, 4. check if you must notify the government, 5. work according to a model agreement, 6. make sure you comply with health and safety rules, 7. set a realistic hourly rate, 8. check whether you must charge or may claim back vat, 9. check whether you need to file an income tax return, 10. check whether you need insurance, about this checklist.

If you are a self-employed professional in the Netherlands, you will often come across the abbreviation zzp'er. This is short for zelfstandige zonder personeel , or self-employed professional without employees. The term freelancer is also used. Neither zzp'er nor freelancer are legal structures in the Netherlands, so if you register with the Netherlands Chamber of Commerce KVK, you will have to choose an existing legal structure, such as sole proprietor ( eenmanszaak ).

Before you come to the Netherlands

If you are from outside the EU/EEA or Switzerland, and your assignment in the Netherlands is for longer than 90 days, you may need a residence permit . Use our interactive tool Coming to the Netherlands as an entrepreneur to find out if this applies to you.

Register for a Citizen Service Number

If you are staying in the Netherlands and have to pay income tax in the Netherlands, you will need a Citizen Service Number ( Burgerservicenummer, BSN ). You will receive this number when you register with your municipality or, if you are a non-resident, with the Non-residents Records Database ( Registratie Niet Ingezetenen, RNIBSN ).

Professional qualifications

You are only allowed to practise certain professions in the Netherlands if you have the correct qualifications . You must have this certificate officially recognised by the competent authority in the country where you obtained the certificate.

Work permit

You need a work permit if you come from a country outside of the European Economic Area (EEA) or Switzerland. Your customer must apply for this work permit from the Employee Insurance Agency ( Uitkeringsinstituut Werknemersverzekeringen, UWV ).

Valid proof of identity

To register with KVK and/or the Netherlands Tax Administration (step 3), you need valid ID. Also, your customer is required to make a copy of your proof of identity at the start of your assignment and to keep the copy. And you must always be able to show proof of identity in the event of an inspection.

A1/(E)101 statement

If you work in the Netherlands on a temporary basis, you can sometimes remain insured for social security purposes in the country where your company has its registered office. For this purpose you will need to apply for an A1/(E)101 statement from the organisation responsible for social security in your country.

If you provide services in the Netherlands, you may have to pay turnover tax (VAT). For this purpose, you must register with the International Office of the Tax Administration ( Belastingdienst ).

You are going to carry out a temporary assignment, for a short period. You most likely do not have to register your business with the Dutch Business Register at KVK. However, you may do so. For example, if your client asks you to. If you do register with KVK, your details will be forwarded by KVK to the Tax Administration, so you will not have to register with them separately.

If you are not sure whether you should register with KVK, you can contact the KVK Advice Team .

If you are from the EEA or Switzerland, in some cases you must notify the Dutch government of your assignment in the Netherlands via this online notification portal . You must give information on how long you will be staying, what work you will be doing, and more. Check the list of all the data you need to submit. The sector you work in determines whether or not you need to notify the government. Check the sector list . On the Government.nl website you can find information on the notification duty for self-employed persons.

Please note: the duty to notify does not apply to occasional work like business meetings, conferences or emergency repair work.

For clients of self-employed professionals in the Netherlands, it is important to know how the Tax Administration will assess the exact nature of their business relationship. Is it an employment relationship or work on a self-employed basis? A model agreement records that relationship.

As a self-employed professional you must comply with a number of rules regarding health and safety at work . You must prevent serious occupational dangers for yourself and the people you work with.

When you determine your hourly rate, take into account the amount of experience you have, and the going rate in your line of business. Do not overprice yourself, nor sell yourself too cheaply; that may land you the project you are angling for now, but it may come back to haunt you in future projects. For one thing, you will not be able to raise your prices with that customer for at least a year.

Also be sure to take into account the costs you make and the hours you spend on your business administration, for example. See the article How to determine your hourly rate for tips and a calculation example.

You may have to charge your customer VAT if you carry out an assignment in the Netherlands. You may also be able to claim back VAT that you have paid in the Netherlands.

If your business does not have a permanent branch in the Netherlands, you are normally not liable for Dutch income tax . However, in some cases you are liable. You can check this with the Tax Administration.

In the Netherlands, you are not obliged to insure yourself against business risks. However, if you do not have an E101/A1 statement, you will have to take out Dutch health insurance .

This checklist is aimed specifically at the self-employed entrepreneur based outside the Netherlands. It is a guideline; you may be subject to other obligations as well. Other rules apply if you are a self-employed professional starting a company , or a business establishing a branch in the Netherlands.

For further information, contact the Netherlands Chamber of Commerce KVK or the Tax Administration ( Belastingdienst ). If you want to know more about the business climate of the Netherlands, sectors offering good opportunities and the practical aspects of doing business, visit Holland Trade and Invest .

External links

• English Posted Workers website (Ministry of Social Affairs and Employment)

Questions relating to this article?

Please contact the Netherlands Enterprise Agency, RVO

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▾ dictionary english-dutch under construction, assignment noun —, opdracht n (often used), toewijzing n, aanstelling n, assignment ae noun —, huiswerk nt, assign ( sth. ) verb —, iets toewijzen v, toekennen v, aanstellen v, course assignment n —, research assignment n —, task assignment n —, legal assignment n —, number assignment n —, audit assignment n —, transport assignment n —, random assignment n —, seat assignment n —, new assignment n —, purported assignment n —, specific assignment n —, temporary assignment n —, cable assignment n —, clear assignment n —, teaching assignment n —, assignment procedure n —, value assignment n —, work assignment n —, group assignment n —, individual assignment n —, address assignment n —, international assignment n —, last assignment n —, subsequent assignment n —, first assignment n —, current assignment n —, homework assignment n —, written assignment n —, special assignment n —, multiple assignment n —, complex assignment n —, easy assignment n —, ▾ external sources (not reviewed).

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What was the SNP and Greens’ deal and what happens now it has ended?

Coalition agreement has frustrated many in the SNP who fear the party is losing support by prioritising the wrong issues

What was the Bute House agreement?

In August 2021, Nicola Sturgeon, then the dominant figure of Scottish politics, announced a “groundbreaking” alliance with the Scottish Greens at Bute House, the elegant Edinburgh residence of Scotland’s first ministers.

Flanked by Patrick Harvie and Lorna Slater, the Scottish Greens’ co-leaders, Sturgeon said the agreement – the first time in the UK that green politicians had been in government – would usher in a new era of “cooperation and consensus building” and ultimately would deliver a “greener, fairer independent Scotland”.

Cementing a pro-independence majority at Holyrood after the nationalists fell short of a majority the 2021 Holyrood elections, Sturgeon accepted the Green case for cutting North Sea oil drilling; stronger protections for marine life; an ambitious bottle recycling scheme and new protections for minorities, including gender recognition reforms.

Sturgeon and Harvie saw this deal as the embodiment of the rainbow alliance that energised the yes movement in the 2014 independence referendum.

What went wrong?

That dream soon unravelled, undermined chiefly by Sturgeon herself. In February 2023, after suffering legal defeats over her independence plans and wearied by the rolling crises over NHS waiting lists, gender recognition reform and public sector pay, Sturgeon announced she was standing down as first minister and SNP leader.

Her resignation uncorked the pent-up opposition to her radicalism within the SNP, leading inexorably to Thursday’s snap decision by Humza Yousaf to rip the agreement up.

The Bute House agreement was weaponised by Sturgeon’s internal critics during the election campaign to succeed her. Kate Forbes, who narrowly lost to Yousaf in that contest, repeatedly attacked Sturgeon’s social liberalism and embrace of pro-climate policies – but Yousaf pledged to continue her progressive agenda.

Critics of the agreement feared its radicalism would play badly outside urban Scotland and alienate the centrist voters crucial to the election-winning coalition built up by Sturgeon’s predecessor, Alex Salmond.

The defection of Yousaf’s other leadership challenger, Ash Regan, to Salmond’s Alba party last October was an early sign of how unhappy SNP MSPs were becoming with the Green partnership.

There was growing concern that voters had the impression that the Scottish government was too focused on equalities issues at the expense of the day to day concerns of the public who were more worried about cost of living issues.

“The SNP has always been in tune with the public, but now it feels like our priorities are not reflecting people’s priorities and I can’t remember a time previously when it felt that way,” said one usually supportive MP.

Driven by Labour’s surge in Scottish opinion polls, which suggest the SNP could lose dozens of seats at the general election, Yousaf had already begun cutting the Greens off. He announced a council tax freeze without consulting the Greens, after the SNP were humiliated by Labour in last autumn’s Rutherglen byelection. He warned Scottish voters last month that backing the Greens in the general election was a wasted vote.

The Scottish Greens too became frustrated by setbacks on policies such as gender recognition, marine protections and latterly climate strategy. The decision last week to abandon Scotland’s agenda-setting target to cut carbon emissions by 75% by 2030 was the final straw.

What is likely to happen now?

Yousaf hopes that ending the Bute House agreement will curb the growing criticisms of his leadership from within the SNP, which saw seven SNP MSPs revolt over justice reform plans this week, and calm the frayed nerves of his MPs who fear heavy losses to Labour in the general election.

This will all be academic if he loses the vote of no confidence in his leadership tabled by the Scottish Conservatives immediately after he announced the end of the “coalition of chaos”, as Tory leader Douglas Ross describes it.

On Thursday afternoon, Scottish Greens described a sense of “disappointment and hurt” among party members after the announcement, which came “completely out of the blue” after the first minister’s supportive comments earlier in the week.

And as a mark of their fury at what many Green members view as Yousaf’s betrayal of progressive values and capitulation to the right of his party, Harvie announced that his MSPs would back the Tory motion .

The SNP is two votes short of a majority in Holyrood, so the Tories need the Greens’ seven votes or a rebellion by SNP backbenchers against Yousaf to win. But even then, a vote of no confidence has no legal force: Scotland’s elections are governed by statute; a leader’s departure does not automatically mean a government falls.

What does this mean for Humza Yousaf?

Assuming Yousaf survives the vote, he signalled on Thursday he will start watering down or shedding unpopular policies in an attempt to reverse the decline in SNP support and placate his centre-right SNP critics, in preparation for a general election.

If his advisers are correct, this could define Yousaf and save his political career. He said on Thursday his snap decision to abandon the Bute House agreement was a sign of strength and leadership. Much depends on what he does next and what his party critics do.

If he does not survive, the key issue for SNP MSPs is who could succeed him as leader and save the SNP from humiliation at the general election.

The biggest question is how voters respond: they are already shifting to Labour and this crisis could confirm the feeling that the SNP are too split and tired to remain in power. And fighting Labour in the centre ground may be far harder than Yousaf realises.

• Scottish politics
• Scottish National party (SNP)
• Humza Yousaf

More on this story

Humza Yousaf fights to stay on as second no confidence motion tabled

Humza Yousaf in peril as Greens say they will back no confidence motion

Humza Yousaf cancels Glasgow speech as speculation grows over political future

Humza Yousaf puts SNP on election footing after coalition with Greens collapses

Co-leader of Scottish Greens admits coalition with government could fail

The Guardian view on the SNP-Greens split: an unsurprising but costly rift

Scottish Greens to vote on power-sharing deal with SNP after carbon goal ditched

Humza Yousaf forgot the rule: leaders who want to look tough look stupid

‘Reprehensible retreat’: fury as Scottish ministers scrap carbon emissions pledge

Scottish gender clinic pauses prescribing puberty blockers to under-18s

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The Netherlands concludes ten-year security agreement with Ukraine

News item | 23-02-2024 | 15:10

The Netherlands and Ukraine are to sign a security agreement covering the next ten years. The agreement signals the Dutch government's commitment to provide enduring support to Ukraine in the areas of security, reconstruction and justice. The agreement means that the Netherlands will help Ukraine defend itself against Russia and achieve further integration into the EU and NATO.

‘Our own security is closely intertwined with Ukraine's,’ said foreign minister Hanke Bruins Slot. ‘Not for a single day can we afford to forget that the Ukrainians’ brave fight is also our concern. Ukraine must be able to rely on our support, not only now but in the longer term too. This also sends a powerful signal to Russia, which is hoping that Western support for Ukraine will eventually dry up. Without that support, Ukraine as we know it would cease to exist. The Russian threat would come even closer, and the stability and security of our continent would come under serious pressure.’

On 12 July 2023, during the NATO summit in Vilnius, the Netherlands announced that it would seek to make bilateral security arrangements with Ukraine, following the example of the G7 countries. The Netherlands and Ukraine subsequently entered into talks to work out the details of these arrangements. The security agreement includes arrangements on military support in the medium and longer term, cooperation involving the defence industry, improving Ukraine's resilience – including its response to cyber threats – and improving interoperability between Ukraine's army and NATO troops.

The Netherlands and Ukraine also agreed to continue their joint efforts on recovery and reconstruction and on countering hybrid threats, to maintain their commitment to establishing truth and justice for all victims of the war, and to continue calls for sanctions that will increase the pressure on Russia. The official signing of the agreement will take place soon.

Arne Slot: Liverpool agree deal with Feyenoord for new coach

Liverpool and Feyenoord have agreed a compensation package that will allow Arne Slot to become Jurgen Klopp’s successor at Anfield.

The 45-year-old Dutchman is now free to join Liverpool in the summer after the conclusion to Feyenoord’s Eredivisie campaign.

The Athletic reported earlier this week that Liverpool had an opening offer of €9million (£7.7m, $9.6m) rejected by Feyenoord but the two parties have now reached an agreement.

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The figures around the agreement are yet to be confirmed with Dutch sources telling The Athletic that the agreed fee is between €13m and €15m (£11.1m and £12.8m) and sources closer to Liverpool saying the fee is around €11m (£9.4m).

Slot confirmed on Thursday that he wanted the Liverpool job , telling ESPN before Feyenoord’s Eredivisie win over Go Ahead Eagles that he was “confident” an agreement would be reached between the two sides for a move to go through.

• What kind of football does Slot play ?
• Dirk Kuyt: Why this coach could be perfect for Anfield
• Feyenoord’s champion who became Liverpool’s main man
• Kick-boxing and Beckham: Access all areas at Slot’s Feyenoord
• James Pearce: Replacing Klopp is no longer the impossible job

Feyenoord assistant coach Sipke Hulshoff and head of performance Ruben Peeters are set to join Slot at Liverpool.

Slot’s imminent appointment was endorsed by Klopp at his press conference on Friday afternoon ahead of Liverpool’s Premier League match against West Ham United .

“What I like a lot about it is if he is the one then he wants to take the job – he’s desperate, excited, let’s go for it,” said Klopp, who is stepping down at the end of season after nine years at the helm.

“I like the way his team play football and all the things I hear about him as a guy. Some people I know, know him, I don’t know him yet. Good coach, good guy.

“If he’s the solution for the club then I am more than happy. It’s not up to me to judge but it all sounds really good to me.”

Arne Slot: the rise of Liverpool's incoming manager - 'He’s as honest as possible'

Liverpool’s interest in Slot only became apparent earlier this week, as they placed emphasis on discretion and showing respect to Feyenoord ahead of last Sunday’s Dutch Cup final, a match they then won against Nijmegen.

Slot guided Feyenoord to the Eredivisie title last season and his side are second in the table with three matches remaining this term. Following last season’s title win, Slot attracted the interest of Tottenham Hotspur but the 45-year-old eventually turned them down and they appointed Ange Postecoglou instead.

Slot has won plaudits for his attacking style of football and ability to develop younger players — attributes which closely align with what Liverpool are looking for as they search to replace Jurgen Klopp, who announced his departure from the club at the end of this season in January.

Xabi Alonso — before he announced last month he is to remain at Bayer Leverkusen for next season — and Ruben Amorim were among the other candidates Liverpool considered to replace Klopp before they settled on Slot. After their arrivals earlier this year, Fenway Sports Group’s CEO of football, Michael Edwards, and Richard Hughes, Liverpool’s newly appointed sporting director, have taken charge of the managerial search.

Liverpool are third in the table and face West Ham United in their next match.

Why have Liverpool chosen Slot?

Analysis by The Athletic’s Liverpool correspondent James Pearce

Liverpool have got their man.

Having assessed the merits of a wide range of managerial candidates across Europe, a search led by Fenway Sports Group’s CEO of football Michael Edwards, and new sporting director Richard Hughes ended with them knocking at Feyenoord’s door.

After a lengthy process of due diligence, Arne Slot was deemed the best possible fit in terms of the main criteria for the job.

His attacking, high-intensity, attractive playing style was a big part of the appeal for Edwards and Hughes. They believe it will suit the squad of players he inherits.

So too his proven track record of developing young players as well as his man-management and communication skills. The character references gathered from those who have worked alongside him were glowing.

It’s undoubtedly a big step up for Slot. There are some huge boots to fill with Jurgen Klopp moving on.

The pressure and scrutiny at Anfield will be a world away from life in Rotterdam. It represents something of a gamble given that Slot hasn’t coached in one of Europe’s five major leagues previously.

But in truth, anyone who Liverpool went for after Xabi Alonso ruled himself out of the running would have divided opinion.

Slot’s body of work in Holland is mightily impressive. Now he has to repay the faith show in him.

Liverpool's €9m Slot bid and why managers are cheaper than players

(Photo by Rico Brouwer/Soccrates/Getty Images)

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Adam Crafton covers football for The Athletic. He previously wrote for the Daily Mail. In 2018, he was named the Young Sports Writer of the Year by the Sports' Journalist Association. His debut book,"From Guernica to Guardiola", charting the influence of Spaniards in English football, was published by Simon & Schuster in 2018. He is based in London.