Non Exclusive Distribution Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Exclusive Distribution Agreement

"I need a Non-Exclusive Distribution Agreement under Swiss law for a medical devices manufacturer appointing multiple distributors across European markets, with specific focus on regulatory compliance and quality control requirements, to be effective from March 2025."

Document background
The Non-Exclusive Distribution Agreement under Swiss law is essential for businesses seeking to establish distribution channels while maintaining flexibility to appoint multiple distributors. This document is particularly relevant when companies want to expand their market presence through third-party distributors without granting exclusive rights. It addresses key aspects such as territory definition, product specifications, pricing structures, and performance expectations, while ensuring compliance with Swiss legal requirements, including the Code of Obligations and competition laws. The agreement is designed to protect both parties' interests while facilitating efficient distribution relationships, making it suitable for both domestic and international trade arrangements. The non-exclusive nature allows suppliers to maintain multiple distribution channels while providing distributors with clear operational frameworks.
Suggested Sections

1. Parties: Identification and details of the supplier/manufacturer and distributor

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

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

4. Appointment and Scope: Non-exclusive appointment of distributor and definition of territory

5. Products: Description of products covered by the agreement and conditions for modifications

6. Orders and Delivery: Process for ordering, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing structure, payment terms, and currency specifications

8. Obligations of the Supplier: Supplier's commitments including product supply, support, and training

9. Obligations of the Distributor: Distributor's commitments including marketing, minimum purchases, and reporting

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement and termination provisions

13. Post-Termination: Rights and obligations after agreement termination

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

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

Optional Sections

1. Minimum Purchase Requirements: Specific minimum purchase obligations, used when supplier requires volume commitments

2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used for complex marketing relationships

3. Training and Support: Specific training and technical support provisions, important for technical products

4. Non-Compete: Non-competition obligations, used when additional competitive restrictions are needed

5. Product Warranty: Detailed warranty terms, used for products requiring specific warranty arrangements

6. Insurance: Specific insurance requirements, important for high-value or high-risk products

7. Data Protection: Detailed data protection provisions, necessary when significant personal data processing is involved

8. Compliance with Laws: Specific regulatory compliance requirements, important for regulated products

9. Force Majeure: Detailed force majeure provisions, important for international distribution

10. Anti-Corruption: Anti-corruption and compliance provisions, important for international distribution

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products, specifications, and prices

2. Schedule 2 - Territory: Detailed definition of geographic territory and any exclusions

3. Schedule 3 - Minimum Purchase Quantities: Specific minimum purchase requirements and targets

4. Schedule 4 - Technical Specifications: Detailed technical specifications of products

5. Schedule 5 - Service Level Agreement: Support and service level commitments

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

7. Schedule 7 - Reporting Requirements: Templates and requirements for periodic reporting

8. Schedule 8 - Price List: Current price list and discount structure

9. Appendix A - Standard Terms and Conditions: Standard terms and conditions of sale

10. Appendix B - Quality Standards: Quality control and product handling requirements

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

Manufacturing

Consumer Goods

Technology

Pharmaceuticals

Industrial Equipment

Automotive

Electronics

Food and Beverage

Chemicals

Medical Devices

Retail

Software

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Procurement

Compliance

Finance

International Trade

Distribution

Channel Management

Relevant Roles

Chief Commercial Officer

Sales Director

Business Development Manager

Legal Counsel

Commercial Manager

Supply Chain Manager

Distribution Manager

Contract Manager

Operations Director

Channel Manager

General Counsel

Chief Executive Officer

Procurement Manager

Regional Sales Manager

Export 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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