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Limited Agency Agreement Template for Switzerland

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Key Requirements PROMPT example:

Limited Agency Agreement

"I need a Limited Agency Agreement for appointing an exclusive sales agent in Switzerland to represent our German machinery company's products, with authority limited to securing leads and negotiating preliminary terms, starting March 2025."

Document background
The Limited Agency Agreement is a crucial document for businesses operating in or expanding into the Swiss market through commercial representatives. This agreement type is particularly relevant when a company (principal) wishes to appoint an agent with specific, restricted authority to act on its behalf, while maintaining clear control over the scope of representation. The document, governed by Swiss law, encompasses essential elements required under the Swiss Code of Obligations, including precise definitions of authority limits, territorial restrictions, commission structures, and compliance requirements. It's commonly used when companies need a presence in specific markets or sectors but want to maintain strict control over their representative's activities. The Limited Agency Agreement is especially valuable for international businesses navigating Swiss commercial relationships, as it provides a clear framework for restricted agency operations while ensuring compliance with local legal requirements.
Suggested Sections

1. Parties: Identification of the Principal and Agent with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of agent and clear delimitation of authority granted

5. Territory and Products: Geographic area of operation and specific products/services covered by the agency

6. Agent's Obligations: Core duties, reporting requirements, and performance standards

7. Principal's Obligations: Support, information, and materials to be provided by the principal

8. Commission and Payment: Commission structure, calculation method, payment terms, and expenses

9. Intellectual Property: Usage rights and restrictions regarding trademarks, logos, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Duration and Termination: Term of agreement, termination rights, and notice periods

12. Post-Termination: Obligations and restrictions after agreement ends

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

Optional Sections

1. Non-Competition: Restrictions on competing activities during and after the agreement - include when agent will have significant market access or customer relationships

2. Data Protection: Specific provisions for handling personal data - include when agent will process customer data

3. Insurance: Requirements for professional liability insurance - include for high-value or high-risk activities

4. Bank Guarantee: Requirements for financial security - include when agent handles significant funds

5. Compliance: Anti-bribery, sanctions, and other compliance obligations - include for international operations

6. Sub-Agents: Rights and restrictions regarding appointment of sub-agents - include when sub-delegation might be needed

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of geographic territory including any exclusions

3. Schedule 3 - Commission Rates: Detailed commission structure and calculation methods

4. Schedule 4 - Reporting Requirements: Templates and timing for required reports

5. Schedule 5 - Performance Targets: Specific KPIs and minimum performance requirements

6. Appendix A - Power of Attorney: Formal power of attorney document if required under local law

7. Appendix B - Brand Guidelines: Guidelines for use of principal's branding and marketing materials

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

Industrial Products

Consumer Goods

Luxury Goods

Technology

Pharmaceuticals

Financial Services

Professional Services

Chemical Industry

Machinery and Equipment

Food and Beverage

Retail

Software and IT

Medical Devices

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

Operations

Contract Management

Partner Management

International Business

Corporate Affairs

Relevant Roles

Commercial Director

Sales Director

Legal Counsel

Business Development Manager

Contracts Manager

Chief Commercial Officer

Sales Operations Manager

Regional Manager

Country Manager

Compliance Officer

General Counsel

Agency Relations Manager

Partner Manager

Distribution Manager

Commercial Operations Director

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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