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Exclusivity And Non Circumvention Agreement Template for Switzerland

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Key Requirements PROMPT example:

Exclusivity And Non Circumvention Agreement

"I need an Exclusivity and Non Circumvention Agreement under Swiss law for my technology company granting exclusive distribution rights to a German partner for selling our software products in DACH countries, with the agreement starting January 1, 2025, for an initial period of three years."

Document background
The Exclusivity And Non Circumvention Agreement is essential in business relationships where parties need to protect their interests during negotiations or business dealings under Swiss jurisdiction. It is particularly valuable when introducing parties to business opportunities, protecting finder's fees, or establishing exclusive territorial rights. The document combines both exclusivity provisions (ensuring sole rights in specific contexts) and non-circumvention provisions (preventing parties from bypassing the intermediary or dealing directly with protected contacts). Under Swiss law, this agreement must carefully balance protection of business interests with competition law requirements and constitutional economic freedoms. It typically includes detailed provisions on scope, duration, territory, and specific protected relationships, while ensuring compliance with Swiss federal regulations on contracts and fair competition.
Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the exclusivity and non-circumvention arrangement

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Business Opportunity', 'Territory', 'Exclusivity Period', etc.

4. Scope of Exclusivity: Detailed description of the exclusive rights granted, including territory, products/services, and duration

5. Non-Circumvention Obligations: Specific obligations preventing parties from bypassing each other or dealing directly with identified contacts or opportunities

6. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information exchanged

7. Duration and Termination: Term of the agreement, renewal provisions, and circumstances allowing termination

8. Compensation and Payment Terms: Financial arrangements, including any fees, commissions, or payment structures

9. Representations and Warranties: Statements of fact and promises made by each party regarding their capacity and authority

10. Breach and Remedies: Consequences of breach and available remedies under Swiss law

11. General Provisions: Standard clauses including notices, entire agreement, amendments, and governing law

Optional Sections

1. Non-Compete Provisions: Additional restrictions on competitive activities - include when broader protection is needed beyond non-circumvention

2. Intellectual Property Rights: Specific provisions regarding IP ownership and usage - include when IP is relevant to the business opportunity

3. Due Diligence Rights: Rights to verify compliance - include when monitoring of exclusivity is crucial

4. Force Majeure: Provisions for unforeseen circumstances - include for longer-term or high-value agreements

5. Insurance Requirements: Obligations to maintain specific insurance coverage - include for high-risk or regulated activities

6. Dispute Resolution: Specific procedures for resolving disputes - include when parties prefer arbitration or mediation over court proceedings

7. Assignment and Succession: Rights to transfer the agreement - include when potential corporate changes are anticipated

Suggested Schedules

1. Schedule A - Defined Business Opportunity: Detailed description of the business opportunity or venture covered by the agreement

2. Schedule B - Protected Contacts: List of specific individuals, companies, or contacts protected under the non-circumvention provisions

3. Schedule C - Territory Definition: Detailed description or map of the geographical area covered by exclusivity

4. Schedule D - Commission Structure: Detailed breakdown of any commission or payment calculations

5. Schedule E - Reporting Requirements: Format and frequency of any required activity or compliance reports

6. Appendix 1 - Confidentiality Terms: Detailed confidentiality obligations and procedures

7. Appendix 2 - Compliance Procedures: Specific procedures for ensuring compliance with the agreement

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

Technology

Investment Banking

Real Estate

Professional Services

International Trade

Consulting

Private Equity

Mergers & Acquisitions

Healthcare

Energy

Commodities Trading

Intellectual Property

Research & Development

Relevant Teams

Legal

Business Development

Commercial

Executive Leadership

Sales

Strategic Partnerships

Operations

Finance

Procurement

Compliance

International Business

Corporate Development

Relevant Roles

Business Development Manager

Chief Executive Officer

Commercial Director

Legal Counsel

Contract Manager

Business Owner

Sales Director

Strategic Partnership Manager

Investment Manager

Operations Director

Chief Financial Officer

Procurement Manager

Licensing Manager

Merger & Acquisition Director

International Business Developer

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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