The Frame Contract serves as a foundational document for establishing long-term business relationships under Swiss law. It is particularly useful when parties anticipate multiple transactions over time and want to avoid negotiating complete contracts for each deal. The document typically includes standard terms and conditions, ordering procedures, quality requirements, and risk allocation, while allowing flexibility for specific terms in individual transactions. This type of agreement is commonly used in various industries where regular business interactions occur, such as supply chains, service provision, or distribution arrangements. The Frame Contract must comply with Swiss legal requirements, particularly the Swiss Code of Obligations, while providing a practical and efficient framework for ongoing commercial relationships.
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1. Parties: Identification and details of the contracting parties, including registered addresses and company details
2. Background: Context of the agreement and the parties' intention to enter into a frame contract
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overview of the framework and types of transactions/services covered
5. Contract Formation Process: Process for forming individual contracts under the framework, including order and acceptance procedures
6. General Terms and Conditions: Standard terms applying to all individual contracts under the framework
7. Duration and Termination: Term of the framework agreement and termination provisions
8. Prices and Payment Terms: General pricing principles and payment conditions
9. Quality Standards: Minimum quality requirements applicable to all transactions
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Force Majeure: Provisions for handling events beyond parties' reasonable control
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Include when framework involves licensing, development, or transfer of IP
2. Data Protection: Include when personal data processing is involved
3. Exclusivity: Include when parties agree to exclusive arrangements
4. Performance Metrics: Include when specific performance standards need to be maintained
5. Insurance Requirements: Include when specific insurance coverage is required
6. Compliance with Laws: Include when specific regulatory compliance needs emphasis
7. Environmental Requirements: Include for agreements involving environmental impacts
8. Personnel Requirements: Include when specific staffing or qualification requirements apply
9. Audit Rights: Include when audit provisions are necessary for compliance or quality control
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts
2. Schedule 2 - Service Level Agreement: Detailed performance requirements and metrics
3. Schedule 3 - Technical Specifications: Technical requirements and standards for products/services
4. Schedule 4 - Order Form Template: Standard form for placing orders under the framework
5. Schedule 5 - Key Contacts: List of key personnel and contact details for both parties
6. Schedule 6 - Locations: Relevant locations for delivery/performance if applicable
7. Appendix A - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
8. Appendix B - Quality Control Procedures: Detailed quality control and assurance procedures
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Professional Services
Retail
Healthcare
Construction
Telecommunications
Financial Services
Logistics
Energy
Industrial
Consumer Goods
Automotive
Pharmaceuticals
Information Technology
Relevant Teams
Legal
Procurement
Commercial
Business Development
Operations
Sales
Supply Chain
Contract Management
Vendor Management
Finance
Risk Management
Compliance
Relevant Roles
Legal Counsel
Commercial Director
Procurement Manager
Contract Manager
Business Development Manager
Chief Legal Officer
Supply Chain Manager
Operations Director
Chief Commercial Officer
Sales Director
Purchasing Manager
General Counsel
Account Manager
Project Manager
Vendor Manager
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