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19 DECEMBER 2005. - Pre-contractual Information Act under Commercial Partnership Agreements (1)

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
Art. 2. This Act applies to trade partnership agreements between two persons, each acting on its own behalf and on its own behalf, by which one of these persons grants to the other the right, in return for remuneration, of any kind, direct or indirect, to use in the sale of products or the provision of services, a commercial formula in one or more of the following forms:
- a common sign;
- a common trade name;
- a transfer of know-how;
- commercial or technical assistance.
Art. 3. The person granting the right shall provide the other person, at least one month before the conclusion of the trade partnership agreement referred to in section 2, the draft agreement and a particular document containing the data referred to in section 4. The draft agreement and the particular document are made available in writing or on a sustainable and accessible format to the person who receives the right.
No obligation may be taken, no remuneration, sum or bond may be requested or paid before the expiration of the period of one month following the issuance of the document referred to in this section.
Art. 4. § 1^er. The particular document referred to in Article 3 includes two parties that collect the following data:
1° important contractual arrangements, provided that they are provided for in the commercial partnership agreement:
(a) a statement that the trade partnership agreement is concluded or not considered by the person;
(b) obligations;
(c) the consequences of non-realization of obligations;
(d) the method of calculating the remuneration paid by the person who receives the right and its mode of review in the course of the contract and upon renewal;
(e) non-concurrence clauses, duration and conditions;
(f) the duration of the trade partnership agreement and the conditions of its renewal;
(g) the conditions of notice and termination of the agreement, in particular with respect to expenses and investments;
(h) the right of pre-emption or the option of purchase in favour of a person who grants the right and the rules of determination of the value of trade in the exercise of that right or option;
(i) exclusive rights reserved to the person granting the right.
2° Data for the correct appreciation of the trade partnership agreement:
(a) the name or name of the person granting the right and its contact information;
(b) in the case where the law is granted by a legal person, the identity and quality of the natural person acting in his or her name;
(c) the nature of the activities of the person granting the right;
(d) intellectual property rights whose use is granted;
(e) if applicable, the annual accounts of the last three years of the person granting the right;
(f) experience of commercial partnership and experience in the operation of the commercial formula outside a trade partnership agreement;
(g) the history, state and outlook of the market where the activities take place from a general and local perspective;
(h) the history, state and outlook of the network's market share from a general and local perspective;
(i) where applicable for each of the last three years, the number of operators that are part of the Belgian and international network and the prospects for the expansion of the network;
(j) where applicable for each of the last three years, the number of trade partnership agreements concluded, the number of trade partnership agreements to which the initiative of the person who grants the right and initiative of the person who receives the law and the number of trade partnership agreements not renewed at the end of their term;
(k) the expenses and investments to which the person who receives the right at the beginning and during the execution of the commercial partnership agreement shall be paid by indicating their amount and destination as well as their depreciation period, the time they are hired and their fate at the end of the contract.
§ 2. The King may determine the form of the particular document referred to in § 1^er. It may also complete or specify the list of data listed in § 1^er1° and 2°.
Art. 5. In the event of non-compliance with any of the provisions of Article 3, the person who obtains the right may invoke the invalidity of the commercial partnership agreement within two years of the conclusion of the agreement.
Where the particular document does not include the data referred to in Article 4, § 1^er, 1°, the person who obtains the right may invoke the invalidity of the provisions in question of the trade partnership agreement.
Art. 6. Individuals are held to the confidentiality of the information they obtain for the conclusion of a trade partnership agreement and cannot use it, directly or indirectly, outside the trade partnership agreement to be concluded.
Art. 7. The terms of the Commercial Partnership Agreement and the data of the particular document referred to in Article 4 are clearly and understandably drafted, In the event of doubt about the meaning of a clause or data, the most favourable interpretation for the person who obtains the right prevails.
Art. 8. The provisions of this Act shall be applied notwithstanding any contractual provision to the contrary.
Art. 9. The pre-contractual phase of the trade partnership agreement falls under Belgian law and the jurisdiction of Belgian courts, when the person who receives the law exercises the activity to which the agreement relates mainly in Belgium.
Art. 10. This Act comes into force on 1^er September 2005. Government submits before 1^er July 2006 an evaluation report to the House of Representatives. The evaluation includes at least the following:
(a) the extent to which pre-contractual information contributes to the fullness, clarity and balance of trade partnership agreements;
(b) the presence in contracts of provisions resulting in a clear imbalance between the parties, including non-competitive clauses and those relating to the determination of the value in case of redemption, the terms of termination and termination of the contract and the obligations of result.
In addition, the King constitutes an arbitration board composed of equal representation of organizations defending the interests of each of the two parties. The Commission also submits before 1^er September 2006 an evaluation report to the House of Representatives.
In the report, paragraph 3.
Promulgate this Act, order that it be put on the State Seal and published by the Belgian Monitor.
Brussels, 19 December 2005.
ALBERT
By the King:
Minister of Economy,
Mr. VERWILGHEN
Minister of Average Class,
Mrs. S. LARUELLE
Seal of the state seal:
The Minister of Justice,
Ms. L. ONKELINX
____
Notes
(1) House of Representatives
51-1687 - 2004/2005:
Number 1: Bill. - No.^s 2-4: Amendments. - Number five: Report. - No. 6: Text adopted by the Commission. - No. 7: Text adopted in plenary and transmitted to the Senate.
Full report: 7 July 2005.
Senate
3-1292 - 2005/2006:
Number 1: Project referred to by the Senate. - No.^s 2 and 3: Amendments. - Number four: Report. - No. 5: Decision not to amend.
Annales of the Senate: November 24, 2005.