Exclusive Dealing Contract Template for Switzerland

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Key Requirements PROMPT example:

Exclusive Dealing Contract

"I need an Exclusive Dealing Contract under Swiss law for my manufacturing company to appoint an exclusive distributor for our industrial machinery in Germany and Austria, with minimum purchase requirements of 1000 units annually, starting March 2025."

Document background
The Exclusive Dealing Contract is a crucial document for businesses operating in Switzerland who wish to establish exclusive commercial relationships. It is particularly relevant when a supplier or manufacturer wants to grant exclusive rights to a dealer or distributor to sell their products within a specific territory or to specific customer groups. The agreement must carefully balance commercial interests with Swiss legal requirements, particularly the Federal Act on Cartels (CartA) and the Code of Obligations (OR). This document typically includes comprehensive provisions on exclusivity scope, territorial restrictions, minimum purchase requirements, quality standards, and competition law compliance. It's especially important for businesses entering the Swiss market or establishing exclusive distribution networks within Switzerland, as it provides the legal framework for protecting both parties' interests while ensuring compliance with Swiss competition law.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Exclusivity: Detailed description of exclusive dealing arrangement, including territorial and product scope

5. Term and Termination: Duration of the agreement and termination provisions

6. Supply Obligations: Supplier's obligations regarding product supply and delivery

7. Purchase Obligations: Buyer's commitments regarding minimum purchase quantities and ordering procedures

8. Prices and Payment Terms: Pricing structure, payment terms, and price adjustment mechanisms

9. Quality Standards: Product quality requirements and quality control procedures

10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Competition Law Compliance: Provisions ensuring compliance with Swiss competition laws

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Marketing and Promotion: Requirements for marketing activities and brand promotion, relevant when dealer has promotional responsibilities

2. Training Requirements: Staff training obligations, important for technical products or complex services

3. After-Sales Service: Service and warranty obligations, necessary for products requiring ongoing support

4. Performance Targets: Specific sales targets and performance metrics, useful for performance-based arrangements

5. Insurance Requirements: Specific insurance obligations, important for high-value or high-risk products

6. Data Protection: Specific data protection provisions, necessary when personal data processing is involved

7. Export Control: Export restrictions and compliance requirements, relevant for international trade

8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term contracts

Suggested Schedules

1. Product Schedule: Detailed list of products covered by the agreement

2. Price List: Current prices and discount structures

3. Territory Definition: Detailed description of the exclusive territory

4. Quality Standards Specification: Detailed quality requirements and testing procedures

5. Service Level Agreement: Specific performance metrics and service standards

6. Minimum Purchase Requirements: Detailed schedule of minimum purchase obligations

7. Technical Specifications: Product technical requirements and specifications

8. Approved Sub-distributors: List of approved sub-distributors if permitted under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Manufacturing

Automotive

Consumer Goods

Electronics

Pharmaceuticals

Industrial Equipment

Luxury Goods

Food and Beverage

Chemical Industry

Medical Devices

Machinery

Technology

Fashion and Apparel

Sports Equipment

Relevant Teams

Legal

Commercial

Sales

Procurement

Business Development

Compliance

Supply Chain

Operations

Distribution

Corporate Affairs

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Procurement Manager

Business Development Manager

Legal Counsel

Contracts Manager

Distribution Manager

Supply Chain Manager

Commercial Operations Manager

Compliance Officer

Regional Sales Manager

Chief Commercial Officer

Head of Business Development

General Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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