Exclusive Representative Agreement Template for Switzerland

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Key Requirements PROMPT example:

Exclusive Representative Agreement

"I need an Exclusive Representative Agreement for appointing a Swiss company to represent our medical devices in the DACH region, with a 5-year term starting January 2025 and including minimum annual sales targets."

Document background
The Exclusive Representative Agreement is a crucial commercial contract used when a company (principal) wishes to appoint a representative as their sole distributor or agent in a specific geographic territory under Swiss law. This document is particularly important for businesses expanding their market presence through local representatives while maintaining control over their distribution channels. The agreement, governed by Swiss law and particularly the Swiss Code of Obligations (OR), includes detailed provisions on exclusivity rights, territory definitions, commission structures, performance expectations, and compliance requirements. It's commonly used in international trade relationships where Switzerland's stable legal framework and well-developed commercial laws provide security for cross-border business arrangements.
Suggested Sections

1. Parties: Identification and details of the principal company and the exclusive representative

2. Background: Context of the agreement and brief description of the parties' business activities

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Clear statement of exclusive appointment, territory, and products/services covered

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

6. Representative's Rights and Obligations: Detailed responsibilities, performance standards, and reporting requirements

7. Principal's Rights and Obligations: Support, information, and resources to be provided by the principal

8. Exclusivity Provisions: Detailed terms of exclusivity, including any exceptions or carve-outs

9. Commission Structure: Commission rates, calculation methods, and payment terms

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions during and after the agreement term

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

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

Optional Sections

1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required

2. Training and Support: Include when the principal provides specific training programs or support systems

3. Insurance Requirements: Include when specific insurance coverage is required from the representative

4. Data Protection: Include when personal data processing is involved in the representation activities

5. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

6. Sub-Representatives: Include when the representative may need to appoint sub-representatives

7. Force Majeure: Include when specific force majeure provisions are needed beyond standard Swiss law

8. Post-Termination Obligations: Include when specific post-termination duties need to be outlined

9. Compliance with Laws: Include when specific regulatory compliance requirements apply to the industry

Suggested Schedules

1. Schedule 1 - Territory Definition: Detailed description of the geographical territory covered

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agreement

3. Schedule 3 - Commission Structure: Detailed commission calculations, including any special rates or conditions

4. Schedule 4 - Performance Targets: Specific sales targets or other performance metrics if applicable

5. Schedule 5 - Reporting Templates: Standard forms for regular reporting requirements

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of principal's trademarks and branding

7. Appendix A - Contact Details: Key contact information for both parties

8. Appendix B - Required Documentation: List of required licenses, permits, or certifications

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

Relevant legal definitions
Relevant Industries

Manufacturing

Technology

Pharmaceuticals

Consumer Goods

Industrial Equipment

Software and IT

Professional Services

Luxury Goods

Medical Devices

Automotive

Chemical Industry

Electronics

Fashion and Apparel

Food and Beverage

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

International Operations

Compliance

Corporate Affairs

Contract Management

Distribution

Export

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Operating Officer

Export Manager

International Sales Manager

Distribution Manager

Regional Manager

Country Manager

General Counsel

Compliance Officer

Sales Operations Manager

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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