Paying Agency Agreement Template for Switzerland

The Paying Agency Agreement is a critical document used in financial transactions where an issuer requires a professional paying agent to handle payment obligations to security holders or other beneficiaries. This agreement, governed by Swiss law, establishes the legal framework for the appointment of a paying agent (typically a Swiss financial institution) and outlines their duties in processing and distributing payments. It is particularly relevant for bond issuances, structured finance transactions, and other debt instruments where regular payments need to be managed professionally. The agreement includes detailed provisions on payment mechanics, compliance requirements, liability allocation, and operational procedures, ensuring alignment with Swiss financial regulations and market practices. The document becomes especially important in cross-border transactions where Swiss paying agents are preferred for their expertise and the country's robust financial infrastructure.

1. Parties: Identification of the issuer/borrower and the paying agent

2. Background: Context of the agreement, including reference to any underlying securities or payment obligations

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Appointment and Duration: Formal appointment of the paying agent and term of the agreement

5. Duties of the Paying Agent: Detailed description of the paying agent's responsibilities and services

6. Payment Procedures: Specific procedures for processing and executing payments

7. Compliance Requirements: Regulatory compliance obligations including AML and KYC requirements

8. Fees and Expenses: Payment terms for the paying agent's services and reimbursable expenses

9. Standard of Care and Liability: Expected service standards and limitation of liability provisions

10. Representations and Warranties: Key statements and guarantees by both parties

11. Indemnification: Mutual indemnification provisions

12. Confidentiality and Data Protection: Obligations regarding confidential information and personal data

13. Termination: Termination events and procedures

14. Consequences of Termination: Post-termination obligations and procedures

15. Notices: Communication procedures and contact details

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.