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International Commercial Agency Contract Template for Switzerland

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Key Requirements PROMPT example:

International Commercial Agency Contract

"I need an International Commercial Agency Contract governed by Swiss law for my pharmaceutical company to appoint an exclusive agent in Germany and Austria, with specific provisions for regulatory compliance and minimum annual sales targets of €2M starting March 2025."

Document background
The International Commercial Agency Contract is essential for businesses seeking to expand their international presence through appointed representatives in foreign markets. This document, governed by Swiss law, particularly the Swiss Code of Obligations (Articles 418a-418v), establishes the framework for a principal-agent relationship in cross-border trade. It is commonly used when a company (principal) wants to engage a commercial agent to promote their products or services in specific territories without establishing their own local presence. The contract covers crucial aspects such as territory definitions, commission calculations, performance expectations, and termination provisions, while ensuring compliance with both Swiss mandatory provisions and international commercial practices. It's particularly valuable for companies requiring a structured approach to international market representation while maintaining control over their business relationships and protecting their interests across borders.
Suggested Sections

1. Parties: Identification and details of the Principal and Agent, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an agency relationship

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

4. Appointment and Territory: Scope of agent's appointment, designated territory, and whether the appointment is exclusive or non-exclusive

5. Agent's Rights and Obligations: Detailed description of agent's duties, responsibilities, and authority limits

6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

7. Commission Structure: Calculation method, payment terms, and conditions for commission earnings

8. Reporting and Accounting: Requirements for sales reports, accounting procedures, and documentation

9. Intellectual Property: Usage rights and restrictions regarding principal's trademarks, trade names, and other IP

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods

12. Post-Termination Obligations: Parties' obligations after contract termination, including handover of materials and customer information

13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard clauses including force majeure, entire agreement, amendments, and notices

Optional Sections

1. Non-Compete Clause: Restrictions on agent's competitive activities during and after the agreement - optional as per specific business needs and jurisdictional enforceability

2. Minimum Performance Requirements: Specific sales targets or performance metrics - included when principal wants to set concrete performance standards

3. Sub-Agents: Terms governing the appointment and management of sub-agents - relevant if sub-agents are permitted

4. Data Protection: Detailed provisions for handling personal data - required if significant personal data processing is involved

5. Insurance Requirements: Specific insurance coverage requirements - included based on risk assessment and value of transactions

6. Marketing and Promotion: Specific obligations regarding marketing activities - included when agent has significant promotional responsibilities

7. Training and Support: Details of training and support provided by principal - included for complex products or services

8. Stock Requirements: Terms regarding maintenance of stock or samples - relevant for physical goods

9. Dispute Resolution: Alternative dispute resolution mechanisms - optional alternative to court jurisdiction

Suggested Schedules

1. Schedule 1: Products/Services: Detailed list of products or services covered by the agency agreement

2. Schedule 2: Commission Rates: Detailed commission structure, including any variations by product or customer type

3. Schedule 3: Territory Definition: Detailed description or map of the designated territory

4. Schedule 4: Reporting Templates: Standard forms for regular reporting requirements

5. Schedule 5: Performance Targets: Specific sales or performance targets if applicable

6. Schedule 6: Technical Requirements: Technical specifications or requirements for agent's operations

7. Appendix A: Principal's Branding Guidelines: Guidelines for use of principal's trademarks and branding

8. Appendix B: Operating Procedures: Detailed operational procedures and requirements

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

Consumer Goods

Industrial Equipment

Technology and Software

Pharmaceuticals

Chemical Products

Luxury Goods

Professional Services

Financial Services

Automotive

Electronics

Telecommunications

Medical Devices

Construction Materials

Agriculture and Food Products

Relevant Teams

Legal

Commercial

Sales

Business Development

International Operations

Compliance

Contract Administration

Export

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Commercial Director

International Sales Manager

Business Development Manager

Legal Counsel

Contracts Manager

Export Manager

Sales Director

Commercial Agent

Distribution Manager

International Business Developer

General Counsel

Compliance Officer

Chief Operating Officer

Regional Sales 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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