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Second Amendment Agreement

Second Amendment Agreement Template for Switzerland

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Key Requirements PROMPT example:

Second Amendment Agreement

"I need a Second Amendment Agreement under Swiss law to modify the payment terms and extend the duration of our existing software license agreement until March 2025, with the original agreement dated January 2024 and first amendment from June 2024."

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Document background
The Second Amendment Agreement is a specialized contract document used when parties need to make further modifications to an agreement that has already been amended once. This document type is particularly relevant in complex commercial relationships under Swiss law where evolving business needs require additional adjustments to existing contractual arrangements. It carefully preserves the integrity of the original agreement while implementing new changes, ensuring compliance with Swiss contract law principles, particularly Articles 1-40 of the Swiss Code of Obligations regarding contract formation and modification. The document is typically used when significant changes are needed beyond those implemented in the first amendment, such as adjusting financial terms, extending durations, or modifying performance obligations.
Suggested Sections

1. Parties: Identification of all parties to the amendment agreement, matching those in the original agreement unless there are permitted assignments/transfers

2. Background: Context of the original agreement, the first amendment, and the need for this second amendment

3. Definitions: Key terms used in the amendment, including reference to definitions in the original agreement and first amendment

4. Reference to Original Agreement and First Amendment: Clear identification of the agreements being amended, including dates and parties

5. Amendments: Specific modifications to the original agreement and/or first amendment, clearly stating what is being changed

6. Effect on Other Provisions: Confirmation that all other provisions of the original agreement and first amendment remain in full force and effect

7. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction provisions

8. Execution: Signature blocks and execution requirements under Swiss law

Optional Sections

1. Conditions Precedent: Include if the amendments are subject to certain conditions being met before becoming effective

2. Representations and Warranties: Include if parties need to make new or confirm existing representations due to the nature of the amendments

3. Costs: Include if there are specific provisions about who bears the costs of the amendment

4. Third Party Rights: Include if the amendments affect or create rights for third parties

5. Language: Include if multiple language versions exist to specify which version prevails

Suggested Schedules

1. Schedule of Amendments: Detailed list of specific amendments, particularly useful if there are numerous or complex changes

2. Amended and Restated Provisions: Clean version of the amended provisions showing their final form

3. Comparison against Original: Blackline showing changes against the original agreement and first amendment

4. Required Consents: Copies of any third-party consents required for the amendments

5. Corporate Authorizations: Copies of corporate approvals required for the amendment

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

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alex.den.21@genieai.co
Relevant legal definitions
Agreement
Original Agreement
First Amendment
Second Amendment
Original Agreement Date
First Amendment Date
Second Amendment Date
Effective Date
Amended Provisions
Parties
Amendment Documents
Existing Definitions
Modified Terms
Remaining Provisions
Consolidated Agreement
Authorization
Required Consents
Amendments
Governing Law
Amendment Conditions
Original Obligations
Amended Obligations
Swiss Law Requirements
Interpretation
Business Day
Notice
Confidential Information
Force Majeure
Material Adverse Change
Permitted Amendment
Relevant Jurisdiction
Signing Date
Relevant Industries

Banking & Finance

Real Estate

Manufacturing

Technology

Pharmaceuticals

Energy

Infrastructure

Telecommunications

Professional Services

Insurance

Relevant Teams

Legal

Compliance

Finance

Commercial

Business Development

Risk Management

Corporate Secretariat

Operations

Project Management

Relevant Roles

Legal Counsel

Contract Manager

Chief Legal Officer

Commercial Director

Business Development Manager

Compliance Officer

Corporate Secretary

Finance Director

Project Manager

Risk Manager

General Counsel

Senior Legal Advisor

Industries
Swiss Code of Obligations (CO), Art. 1-40: General provisions on formation and effect of contracts, including requirements for valid contract amendments
Swiss Code of Obligations (CO), Art. 164-174: Provisions regarding assignment of rights and obligations, which may be relevant if the amendment involves any transfer of rights
Swiss Civil Code (CC), Art. 2: Principle of good faith in contractual relations, which applies to contract amendments
Federal Act on Languages (LanguagesA), Art. 1-12: Provisions regarding the use of official languages in Switzerland, relevant for contract language choice
Swiss Code of Obligations (CO), Art. 11-16: Form requirements for contracts and their modifications, including when written form is required
Swiss Code of Obligations (CO), Art. 97-109: Provisions on breach of contract and consequences, which may need to be addressed in the amendment
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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