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Amended And Restated Agreement
"I need an Amended and Restated Agreement under Swiss law to update our existing software licensing agreement with TechCorp AG, incorporating new pricing terms and expanded territory rights effective March 1, 2025."
1. Parties: Identification of all contracting parties with full legal names and addresses
2. Background: Context of the original agreement, reasons for amendment and restatement, and effective date of the original agreement
3. Definitions: Definitions of key terms used in the agreement, including both original and new defined terms
4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety
5. Scope of Agreement: Primary obligations and rights of the parties under the restated agreement
6. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
7. Financial Provisions: Payment terms, pricing, and financial obligations
8. Representations and Warranties: Statements of fact and guarantees by the parties
9. Liability and Indemnification: Allocation of risks and responsibilities between parties
10. Confidentiality: Protection of confidential information and trade secrets
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
13. Execution: Signature blocks and execution formalities
1. Transition Provisions: Used when specific provisions are needed to manage the transition from the original agreement to the amended version
2. Intellectual Property: Include when IP rights are relevant to the agreement
3. Force Majeure: Include for longer-term agreements or where performance might be affected by external events
4. Data Protection: Required when personal data processing is involved
5. Insurance: Include when specific insurance requirements are necessary
6. Compliance with Laws: Include when specific regulatory compliance obligations need to be addressed
7. Assignment and Subcontracting: Include when transfer rights or subcontracting needs to be specifically addressed
1. Schedule 1 - Original Agreement: Copy of the original agreement being amended and restated
2. Schedule 2 - Summary of Amendments: Detailed list of all modifications made to the original agreement
3. Schedule 3 - Pricing Schedule: Detailed pricing terms and conditions if applicable
4. Schedule 4 - Service Levels: Performance metrics and service standards if applicable
5. Schedule 5 - Technical Specifications: Technical requirements or specifications if applicable
6. Appendix A - Form Documents: Standard forms referenced in the agreement
7. Appendix B - Contact Details: List of key contacts and notice addresses for all parties
Authors
Original Agreement
Effective Date
Original Effective Date
Amendment Date
Parties
Affiliate
Applicable Law
Business Day
Confidential Information
Force Majeure Event
Intellectual Property Rights
Material Adverse Change
Notice
Original Parties
Permitted Assigns
Representatives
Swiss Francs
Term
Territory
Third Party
Working Hours
Change of Control
Defaulting Party
Good Industry Practice
Losses
Material Breach
Prior Amendments
Regulatory Authority
Services
Termination Date
VAT
Contract Year
Deliverables
Group
Indemnified Parties
Liability
Parent Company
Subsidiary
Working Day
Parties
Recitals
Definitions
Interpretation
Term and Duration
Consideration
Payment Terms
Performance Obligations
Representations and Warranties
Covenants
Conditions Precedent
Conditions Subsequent
Force Majeure
Termination
Consequences of Termination
Confidentiality
Intellectual Property
Data Protection
Assignment and Transfer
Subcontracting
Change of Control
Liability
Indemnification
Insurance
Notice Requirements
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Costs and Expenses
Counterparts
Language
Survival
Relationship of Parties
Compliance with Laws
Anti-Corruption
Sanctions
Good Faith
Further Assurance
Time of Essence
Financial Services
Manufacturing
Technology
Pharmaceuticals
Insurance
Real Estate
Professional Services
Telecommunications
Energy
Healthcare
Retail
Transportation and Logistics
Construction
Media and Entertainment
Legal
Compliance
Corporate Governance
Finance
Business Development
Operations
Risk Management
Commercial
Strategy
Executive Leadership
Project Management
Legal Counsel
Contract Manager
Chief Legal Officer
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Compliance Officer
Risk Manager
Commercial Director
Operations Manager
Project Manager
Corporate Secretary
General Counsel
Senior Legal Advisor
Partnership Manager
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