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Exclusive Service Agreement
"I need an Exclusive Service Agreement under Swiss law for a software development company providing specialized AI development services to a single client in the banking sector, with strict data protection requirements and a three-year exclusivity period starting March 2025."
1. Parties: Identification and details of the service provider and recipient
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided exclusively
5. Exclusivity Obligations: Terms of exclusive relationship, territorial scope, and restrictions on both parties
6. Term and Termination: Duration of agreement, renewal terms, and termination provisions
7. Payment Terms: Fees, payment schedule, invoicing, and payment methods
8. Service Provider's Obligations: Key responsibilities, performance standards, and deliverables
9. Client's Obligations: Responsibilities of the client, including cooperation and information provision
10. Intellectual Property Rights: Ownership and usage rights of IP created during service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Data Protection: Required when services involve processing of personal data
2. Compliance with Laws: Specific compliance obligations when operating in regulated industries
3. Insurance: Insurance requirements when services involve significant risks
4. Non-Competition: Post-termination restrictions when necessary to protect business interests
5. Service Levels: Detailed performance metrics when specific service standards are crucial
6. Transition Services: Procedures for service transfer upon termination for complex service arrangements
7. Audit Rights: Client's audit rights when required for regulatory or compliance purposes
8. Personnel: Requirements for key personnel when specific expertise or qualifications are essential
1. Schedule 1 - Service Description: Detailed specification of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: List of key personnel and their roles
5. Schedule 5 - Data Processing Agreement: Required under Swiss data protection law if personal data is processed
6. Schedule 6 - Territory Definition: Detailed description of geographical scope of exclusivity
7. Appendix A - Contact Details: Key contacts for both parties
8. Appendix B - Required Insurance: Specific insurance requirements and coverage levels
Authors
Information Technology
Professional Services
Management Consulting
Financial Services
Healthcare
Manufacturing
Research and Development
Telecommunications
Engineering Services
Marketing and Advertising
Legal
Procurement
Operations
Commercial
Compliance
Business Development
Sales
Contract Management
Project Management
Service Delivery
Chief Executive Officer
Chief Legal Officer
General Counsel
Contract Manager
Procurement Manager
Business Development Director
Commercial Director
Operations Manager
Legal Counsel
Compliance Manager
Project Manager
Service Delivery Manager
Account Executive
Sales Director
Strategy Director
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