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Key Man Agreement Template for Switzerland

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Key Requirements PROMPT example:

Key Man Agreement

"I need a Key Man Agreement under Swiss law for our newly appointed Chief Technology Officer in a fintech startup, with particular emphasis on IP protection and a three-year non-compete clause, to be effective from March 1, 2025."

Document background
Key Man Agreements are essential risk management tools used when a company identifies individuals whose knowledge, skills, or relationships are crucial to its success. These agreements, structured under Swiss law, typically combine employment terms with protective measures such as non-competition clauses, confidentiality provisions, and often include key person insurance arrangements. They are particularly relevant when an employee possesses unique expertise, maintains critical client relationships, or holds specialized knowledge that would be difficult to replace. The agreement helps protect the company's interests while also providing the key person with clearly defined rights and benefits. In the Swiss context, these agreements must comply with federal and cantonal employment laws, the Code of Obligations, and relevant corporate regulations.
Suggested Sections

1. Parties: Identification of the company and the key person, including their full legal names and addresses

2. Background: Context of the agreement, importance of the key person to the business, and general purpose of the arrangement

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

4. Scope of Employment: Details of the key person's role, responsibilities, and authority within the company

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Compensation and Benefits: Salary, bonuses, equity arrangements, and other benefits specific to the key person

7. Key Man Insurance: Details of the insurance policy, beneficiaries, and obligations regarding premium payments

8. Confidentiality: Protection of company secrets and confidential information

9. Intellectual Property Rights: Assignment of IP created during employment and related obligations

10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients

11. Data Protection: Compliance with Swiss data protection laws and handling of personal information

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

Optional Sections

1. Death and Disability Provisions: Additional provisions regarding incapacity or death of the key person, used when not covered by separate insurance policies

2. Succession Planning: Provisions for training successors and knowledge transfer, included when succession planning is a priority

3. Board Membership: Terms of board participation if the key person serves on the company's board

4. Share Options and Equity: Detailed equity participation terms, included when the key person receives equity-based compensation

5. International Travel: Provisions for international assignments and travel, included for roles requiring significant travel

6. Change of Control: Provisions addressing company sale or merger scenarios, included for senior executives

7. Personal Development: Provisions for training and development, included for growing organizations

8. Arbitration Clause: Alternative dispute resolution procedures, optional alternative to court jurisdiction

Suggested Schedules

1. Schedule 1 - Position Description: Detailed description of the key person's role, responsibilities, and reporting relationships

2. Schedule 2 - Compensation Package: Detailed breakdown of salary, bonuses, benefits, and payment terms

3. Schedule 3 - Insurance Policy Details: Specifics of the key man insurance policy, including coverage amounts and terms

4. Schedule 4 - Company Policies: Reference to relevant company policies that apply to the key person

5. Schedule 5 - Restricted Activities: Detailed list of prohibited competitive activities and geographical restrictions

6. Appendix A - Performance Metrics: Specific KPIs and performance evaluation criteria

7. Appendix B - Equity Terms: Detailed terms of any share options or equity participation

8. Appendix C - Succession Plan: Detailed succession planning framework and timelines

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

Financial Services

Technology

Professional Services

Manufacturing

Healthcare

Biotechnology

Research and Development

Consulting

Real Estate

Energy

Transportation

Telecommunications

Media and Entertainment

Education

Retail

Relevant Teams

Human Resources

Legal

Executive Leadership

Board of Directors

Finance

Risk Management

Compliance

Corporate Governance

Compensation Committee

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Managing Director

Head of Research

Senior Partner

Principal Scientist

Lead Developer

Head of Sales

Key Account Manager

Technical Director

Chief Medical Officer

Head of Operations

Principal Consultant

Executive Chairman

Chief Investment Officer

Head of Product Development

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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