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Business Exclusivity Agreement Template for Switzerland

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Key Requirements PROMPT example:

Business Exclusivity Agreement

"I need a Business Exclusivity Agreement under Swiss law for granting exclusive distribution rights to a German company for selling our medical devices in the DACH region, starting from March 2025, with minimum purchase requirements and quality control provisions."

Document background
The Business Exclusivity Agreement is a crucial commercial contract used when parties wish to establish legally binding exclusive business relationships under Swiss law. It is particularly valuable when a company wants to grant exclusive rights for distribution, manufacturing, service provision, or territorial operation to another entity. The document ensures compliance with Swiss competition laws, particularly the Federal Act on Cartels and Other Restraints of Competition (CartA), while protecting both parties' commercial interests. This agreement type is commonly used in various scenarios including exclusive distribution arrangements, territorial franchising, sole manufacturing rights, or exclusive service provision. It includes comprehensive provisions covering the scope of exclusivity, performance obligations, compliance requirements, and termination conditions, making it essential for businesses seeking to establish protected commercial relationships in the Swiss market or under Swiss jurisdiction.
Suggested Sections

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

2. Background: Context of the agreement, existing business relationship, and purpose of entering into the exclusivity arrangement

3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, Exclusivity Period, etc.

4. Grant of Exclusivity: Core provision detailing the exact nature and scope of the exclusive rights being granted

5. Territory and Duration: Geographical scope of the exclusivity and term of the agreement

6. Obligations of the Grantor: Specific commitments of the party granting exclusivity, including non-compete provisions

7. Obligations of the Grantee: Performance requirements, minimum purchase commitments, or other obligations of the receiving party

8. Competition Law Compliance: Provisions ensuring compliance with Swiss competition laws and CartA regulations

9. Fees and Payment Terms: Financial considerations, including any exclusivity fees, payment schedules, and currency

10. Termination: Circumstances under which the agreement can be terminated, notice periods, and consequences of termination

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for dispute resolution

13. General Provisions: Standard clauses including force majeure, assignments, amendments, and notices

Optional Sections

1. Performance Metrics: Specific KPIs or performance standards when the exclusivity is conditional on meeting certain targets

2. Marketing and Promotion: Requirements for marketing activities and brand promotion where relevant to the exclusive relationship

3. Training and Support: Details of training or support services if required for the exclusive arrangement

4. Insurance Requirements: Specific insurance obligations where the nature of the business requires particular coverage

5. Data Protection: Compliance with Swiss data protection laws when personal data processing is involved

6. Import/Export Compliance: For international arrangements involving cross-border trade

7. Intellectual Property Rights: When the exclusive arrangement involves licensing or use of IP

8. Change of Control: Provisions addressing changes in ownership or control of either party

Suggested Schedules

1. Product/Service Schedule: Detailed list and specifications of products or services covered by the exclusivity

2. Territory Map: Precise geographical definition of the exclusive territory with maps or boundary descriptions

3. Fee Schedule: Detailed breakdown of all fees, charges, and payment terms

4. Performance Criteria: Specific metrics and targets that must be achieved to maintain exclusivity

5. Compliance Requirements: Detailed compliance procedures and requirements under Swiss law

6. Approved Sub-contractors: List of pre-approved sub-contractors if relevant to the arrangement

7. Brand Guidelines: If applicable, guidelines for use of brands and marketing materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Manufacturing

Distribution and Wholesale

Retail

Technology and Software

Pharmaceuticals

Automotive

Consumer Goods

Professional Services

Industrial Equipment

Fashion and Luxury Goods

Food and Beverage

Telecommunications

Entertainment and Media

Healthcare

Relevant Teams

Legal

Commercial

Business Development

Sales

Compliance

Operations

Procurement

Corporate Development

Risk Management

Strategy

International Trade

Distribution

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Legal

Business Development Manager

Contract Manager

Chief Operating Officer

Sales Director

Distribution Manager

Legal Counsel

Compliance Officer

Partnership Manager

Territory Manager

Procurement Director

Chief Commercial Officer

Franchise Manager

Licensing 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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