Exclusive Reseller Agreement Template for Switzerland

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Key Requirements PROMPT example:

Exclusive Reseller Agreement

"I need an Exclusive Reseller Agreement for my Swiss medical device company to appoint a distributor in Germany, with specific provisions for regulatory compliance and minimum quarterly purchase requirements starting from March 2025."

Document background
The Exclusive Reseller Agreement is a critical commercial document used when a supplier wishes to establish a dedicated distribution channel in a specific territory through a single reseller. This agreement, governed by Swiss law, provides comprehensive coverage of the business relationship, including exclusive territorial rights, sales obligations, performance metrics, and compliance requirements. It is particularly important in industries where controlled distribution, brand protection, and market development are crucial. The document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and competition laws regarding vertical agreements. The agreement typically includes detailed provisions on product supply, pricing, intellectual property rights, and quality control measures, making it essential for businesses establishing or maintaining exclusive distribution networks in Switzerland or using Swiss law as their governing law.
Suggested Sections

1. Parties: Identification and details of the supplier and the exclusive reseller

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

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

4. Appointment and Territory: Grant of exclusive reseller rights and definition of the territorial scope

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Reseller Obligations: Core responsibilities of the reseller including sales targets, marketing, and customer service

7. Supplier Obligations: Core responsibilities of the supplier including product supply, support, and training

8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competing activities during and after the agreement

13. Warranties and Indemnities: Product warranties and mutual indemnification provisions

14. Force Majeure: Provisions for handling events beyond parties' control

15. General Provisions: Standard legal provisions including notices, assignment, and amendments

16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

Optional Sections

1. Minimum Purchase Requirements: Used when the supplier requires minimum purchase volumes

2. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required

3. Training Requirements: When specific technical or sales training is mandatory

4. After-Sales Service: When the reseller must provide specific after-sales support

5. Insurance Requirements: When specific insurance coverage is required

6. Data Protection: When personal data processing is involved in the relationship

7. Import/Export Compliance: When products are traded across international borders

8. Anti-Corruption Compliance: When dealing with high-risk markets or government customers

9. Environmental Compliance: When products are subject to environmental regulations

Suggested Schedules

1. Schedule 1 - Products: List of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of the exclusive territory

3. Schedule 3 - Prices: Price list and discount structure

4. Schedule 4 - Minimum Purchase Targets: Quarterly/annual sales targets and minimum purchase requirements

5. Schedule 5 - Technical Specifications: Product specifications and technical requirements

6. Schedule 6 - Service Level Agreement: Support and service standards

7. Schedule 7 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding

8. Appendix A - Order Form Template: Standard form for placing product orders

9. Appendix B - Reporting Templates: Templates for regular sales and inventory reports

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
Clauses
Relevant Industries

Technology

Consumer Goods

Industrial Manufacturing

Automotive

Electronics

Medical Devices

Pharmaceuticals

Software

Telecommunications

Luxury Goods

Food and Beverage

Machinery and Equipment

Chemical Products

Sporting Goods

Fashion and Apparel

Relevant Teams

Legal

Sales

Commercial

Business Development

Supply Chain

Operations

Compliance

Finance

Product Management

Distribution

Corporate Development

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Distribution Manager

Channel Manager

Sales Operations Manager

Supply Chain Manager

Compliance Officer

General Counsel

Chief Commercial Officer

Regional Sales Manager

Product 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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