Sales Agent Contract Agreement Template for Switzerland

The Sales Agent Contract Agreement is a crucial document for businesses operating in Switzerland that wish to expand their sales reach through independent commercial agents. This agreement type is specifically regulated under Articles 418a-418v of the Swiss Code of Obligations, which provides a robust legal framework protecting both principals and agents. The document is essential when a company wants to engage an independent agent to promote and sell products or services in a defined territory without creating an employment relationship. It covers critical aspects such as commission structures, territory rights, performance expectations, and termination provisions while ensuring compliance with Swiss legal requirements regarding commercial agency relationships. The agreement is particularly important as it helps prevent future disputes by clearly defining the parties' rights and obligations, including the agent's authority limits and the principal's support commitments.

1. Parties: Identification of the Principal and the Sales Agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the Principal's business and the purpose of appointing the Sales Agent

3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.

4. Appointment and Territory: Formal appointment of the agent and definition of the geographical territory where the agent is authorized to operate

5. Agent's Rights and Obligations: Detailed description of the agent's duties, responsibilities, and authorized activities

6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

7. Commission Structure: Detailed explanation of commission calculations, payment terms, and conditions for commission entitlement

8. Reporting and Accounting: Requirements for sales reports, documentation, and financial record-keeping

9. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP belonging to the Principal

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination

12. Post-Termination Provisions: Obligations and rights after contract termination, including compensation claims under Swiss law

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