Vendor Services Agreement Template for Switzerland

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Key Requirements PROMPT example:

Vendor Services Agreement

"I need a Vendor Services Agreement governed by Swiss law for an IT services provider who will be handling sensitive customer data and providing software development services starting March 2025, with particular emphasis on data protection and intellectual property rights."

Document background
The Vendor Services Agreement is a crucial document used when engaging external service providers in Switzerland, structured under Swiss law and particularly the Swiss Code of Obligations. This agreement type is essential for businesses requiring formal documentation of service arrangements, whether for one-time projects or ongoing service provision. It covers critical aspects including scope of services, performance standards, payment terms, liability limitations, and regulatory compliance requirements. The document is particularly important in the Swiss business context, where precise contractual terms and regulatory compliance are paramount. The Vendor Services Agreement serves as a foundation for business relationships, providing clear guidelines for service delivery while protecting both parties' interests under Swiss law.
Suggested Sections

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

2. Background: Context of the agreement and general purpose of the business relationship

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Scope of Services: Detailed description of services to be provided by the vendor

5. Term and Termination: Duration of the agreement, renewal terms, and termination rights

6. Vendor Obligations: Key responsibilities and commitments of the vendor in providing the services

7. Client Obligations: Responsibilities and commitments of the client, including cooperation and access requirements

8. Fees and Payment Terms: Pricing structure, payment schedule, invoicing requirements, and late payment consequences

9. Service Levels: Performance standards, quality requirements, and measurement criteria

10. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP

11. Confidentiality: Protection and handling of confidential information

12. Data Protection: Compliance with Swiss data protection laws and data handling requirements

13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

14. Force Majeure: Events excusing performance and related procedures

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

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

Optional Sections

1. Personnel and Subcontractors: Include when vendor will use subcontractors or when specific personnel requirements exist

2. Compliance with Laws: Include for regulated industries or when specific regulatory compliance is critical

3. Insurance: Include when specific insurance coverage requirements are necessary

4. Security Requirements: Include when vendor requires access to client systems or handles sensitive data

5. Business Continuity: Include for critical services requiring disaster recovery planning

6. Transition Services: Include when complex service transition or exit planning is required

7. Audit Rights: Include when client needs rights to audit vendor's performance or compliance

8. Environmental Requirements: Include when services have environmental impacts or sustainability requirements

9. Import/Export Compliance: Include when services involve cross-border elements

10. Anti-Corruption: Include when services involve government interaction or high-risk jurisdictions

Suggested Schedules

1. Schedule 1 - Service Description: Detailed technical and operational specifications of services

2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and remedies

3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structure, rates, and payment terms

4. Schedule 4 - Personnel: Key personnel, qualifications, and replacement procedures

5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures

6. Schedule 6 - Security Requirements: Technical and organizational security measures

7. Schedule 7 - Business Continuity Plan: Disaster recovery and business continuity procedures

8. Appendix A - Contact Details: Key contact information for both parties

9. Appendix B - Required Insurance Coverage: Specific insurance types and coverage amounts

10. Appendix C - Approved Subcontractors: List of pre-approved subcontractors if applicable

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

Information Technology

Manufacturing

Financial Services

Healthcare

Professional Services

Telecommunications

Retail

Construction

Energy

Transportation and Logistics

Facilities Management

Research and Development

Consulting

Business Process Outsourcing

Relevant Teams

Legal

Procurement

Finance

Operations

Risk Management

Compliance

Project Management

Supply Chain

Vendor Management

Commercial

Business Development

Account Management

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Vendor Relations Manager

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

Project Manager

Supply Chain Manager

Commercial Director

Chief Operating Officer

General Counsel

Business Development Manager

Account 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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