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Conditional Agreement for Switzerland

Conditional Agreement Template for Switzerland

A Swiss law-governed Conditional Agreement is a legally binding document that establishes obligations which become effective or cease upon the occurrence of specified conditions. Operating under the framework of Swiss contract law, particularly the Swiss Code of Obligations, this agreement provides a structured approach to transactions or arrangements where certain prerequisites must be satisfied before the contract takes full effect. The document incorporates specific provisions for condition fulfillment, notification requirements, and consequences of both fulfillment and non-fulfillment, while ensuring compliance with Swiss legal requirements and commercial practices.

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What is a Conditional Agreement?

The Conditional Agreement under Swiss law serves as a crucial legal instrument for parties seeking to establish contractual relationships subject to specific conditions precedent or subsequent. This document type is particularly valuable in complex commercial transactions, mergers and acquisitions, real estate deals, or financing arrangements where certain prerequisites must be met before the agreement becomes fully effective. The agreement's structure follows Swiss legal requirements, particularly the Swiss Code of Obligations (OR/CO) Articles 151-157, which govern conditional obligations. It provides a comprehensive framework for defining conditions, establishing timelines for their fulfillment, and specifying the consequences of both fulfillment and non-fulfillment. The document is designed to offer clarity and certainty while maintaining flexibility to accommodate various commercial arrangements.

What sections should be included in a Conditional Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Conditions: Clear statement of all conditions precedent and/or subsequent that affect the agreement

5. Timeline and Notification: Timeframes for condition fulfillment and notification requirements

6. Rights and Obligations Prior to Condition Fulfillment: Parties' responsibilities and rights while conditions are pending

7. Consequences of Condition Fulfillment: Effects and obligations that arise when conditions are met

8. Consequences of Non-Fulfillment: Consequences and parties' rights if conditions are not met

9. Cooperation: Obligations of parties to work towards condition fulfillment

10. Representations and Warranties: Standard representations and warranties by each party

11. Term and Termination: Duration of the agreement and termination provisions

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

13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

What sections are optional to include in a Conditional Agreement?

1. Interim Arrangements: Temporary arrangements between parties while conditions are pending, used when there's a need for interim operations

2. Third Party Rights: Rights of third parties in relation to the conditions, included when third parties have specific roles or rights

3. Confidentiality: Detailed confidentiality provisions, included when sensitive information is involved

4. Force Majeure: Provisions for unforeseen circumstances affecting condition fulfillment, included for long-term or complex conditions

5. Assignment: Rights to assign the agreement, included when transfer rights are important

6. Insurance: Insurance requirements, included when specific risks need to be covered

7. Dispute Resolution: Detailed dispute resolution procedures, included when alternative dispute resolution is preferred

What schedules should be included in a Conditional Agreement?

1. Schedule 1 - Condition Details: Detailed description of conditions and fulfillment criteria

2. Schedule 2 - Timeline: Detailed timeline for condition fulfillment and related milestones

3. Schedule 3 - Required Documentation: List of documents required for condition fulfillment

4. Schedule 4 - Notice Requirements: Specific requirements for notices related to conditions

5. Appendix A - Form of Completion Notice: Template for condition fulfillment notification

6. Appendix B - Contact Details: Contact information for notices and communications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions







































Clauses




































Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Construction

Energy

Healthcare

Telecommunications

Professional Services

Retail

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Compliance

Risk Management

Corporate Secretariat

Finance

Operations

Business Development

Commercial

Executive Leadership

Project Management

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Chief Legal Officer

Compliance Officer

Risk Manager

Corporate Secretary

Commercial Director

Chief Financial Officer

Project Manager

Transaction Manager

Operations Director

Chief Executive Officer

General Counsel

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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