Non Resale Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Resale Agreement

"I need a Non Resale Agreement for our new enterprise software solution, preventing customers from reselling our product internationally, with special attention to data protection requirements and cloud deployment restrictions, to be effective from March 1, 2025."

Document background
This Non-Resale Agreement is designed for use in situations where a supplier needs to maintain control over the distribution of their products within Switzerland and potentially internationally. It is particularly crucial for protecting intellectual property, maintaining quality standards, ensuring proper product use, and managing distribution channels. The agreement, governed by Swiss law, includes detailed provisions on authorized use, compliance monitoring, and breach consequences. It is commonly used in industries where product control is essential, such as technology, pharmaceuticals, or specialized equipment. The document must be carefully structured to comply with Swiss competition law and the Federal Act on Cartels while effectively protecting the supplier's interests.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between parties, and purpose of the non-resale restrictions

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Authorized Use, etc.

4. Scope of Agreement: Specific products or services covered by the non-resale restrictions

5. Non-Resale Obligations: Core restrictions and specific prohibited activities regarding resale of products

6. Authorized Use: Permitted uses of the products and any limitations on their application

7. Compliance Requirements: Obligations to ensure compliance with the non-resale restrictions

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

9. Consequences of Breach: Remedies and consequences for violating the non-resale obligations

10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices

Optional Sections

1. Monitoring and Reporting: Requirements for tracking and reporting product usage when enhanced oversight is needed

2. Audit Rights: Right to audit compliance with non-resale obligations, included for high-value or sensitive products

3. Export Control: Additional restrictions related to export regulations, needed for international transactions

4. Confidentiality: Provisions for protecting confidential information, included when sensitive information is shared

5. Insurance Requirements: Insurance obligations, included for high-risk products or applications

6. Product Support: Terms for technical support or maintenance, included for technical products

7. Training Requirements: Obligations for product training, included for complex products or specific use cases

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products subject to non-resale restrictions

2. Schedule 2 - Territory: Geographic scope where the non-resale restrictions apply

3. Schedule 3 - Authorized Uses: Detailed description of permitted uses and applications

4. Schedule 4 - Compliance Procedures: Specific procedures and requirements for ensuring compliance

5. Appendix A - Contact Details: Key contacts for notices, support, and compliance matters

6. Appendix B - Reporting Forms: Standard forms for any required reporting or documentation

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

Medical Devices

Luxury Goods

Automotive

Electronics

Chemical Industry

Industrial Equipment

Scientific Equipment

Defense

Aerospace

Relevant Teams

Legal

Procurement

Sales

Compliance

Supply Chain

Commercial

Distribution

Product Management

Regulatory Affairs

Operations

Relevant Roles

Legal Counsel

Procurement Manager

Sales Director

Compliance Officer

Contract Manager

Supply Chain Manager

Business Development Manager

Commercial Director

Distribution Manager

Product Manager

Regulatory Affairs Manager

Operations Director

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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