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Non Exclusive Representation Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Exclusive Representation Agreement

"I need a Non-Exclusive Representation Agreement for my Swiss medical device company to appoint multiple sales representatives across Germany and Austria, with the agreement starting January 2025 and including specific provisions for regulatory compliance and commission structure based on product categories."

Document background
The Non-Exclusive Representation Agreement is essential for businesses operating in Switzerland who wish to establish formal commercial relationships with representatives while maintaining flexibility to work with multiple partners. This document type is commonly used when a company (principal) wants to authorize another party (representative) to promote their products or services in specific markets or territories, without granting exclusivity. The agreement must comply with Swiss law, particularly the Code of Obligations (OR), and typically includes detailed provisions on representation scope, compensation, territory definitions, performance expectations, and termination conditions. It's particularly valuable for companies expanding their market presence through representatives while maintaining control over their commercial relationships and avoiding the restrictions associated with exclusive arrangements.
Suggested Sections

1. Parties: Identification and details of the principal and representative

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: Clear statement of non-exclusive appointment and detailed scope of representation

5. Territory: Geographical area where the representative is authorized to act

6. Rights and Obligations of the Representative: Detailed responsibilities, reporting requirements, and performance standards

7. Rights and Obligations of the Principal: Support, information, and resources to be provided by the principal

8. Non-Exclusivity Provisions: Explicit terms regarding non-exclusive nature and parties' rights to engage with others

9. Compensation: Commission structure, payment terms, and calculation methods

10. Term and Termination: Duration, renewal provisions, and termination circumstances

11. Confidentiality: Protection of confidential information and trade secrets

12. Intellectual Property: Usage rights and protection of trademarks, logos, and other IP

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete: Restrictions on competitive activities - optional based on business needs and must comply with Swiss competition law

2. Data Protection: Specific provisions for handling personal data - required if personal data processing is involved

3. Insurance: Requirements for professional liability insurance - recommended for high-value representations

4. Force Majeure: Provisions for unforeseen circumstances - recommended for long-term agreements

5. Post-Termination Obligations: Specific duties after agreement ends - useful for complex commercial relationships

6. Compliance with Laws: Specific regulatory compliance requirements - necessary for regulated industries

7. Training and Support: Details of training provided by principal - relevant for technical products/services

8. Minimum Performance Requirements: Specific targets or KPIs - optional based on business model

Suggested Schedules

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

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates and calculation methods

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

4. Schedule 4 - Reporting Requirements: Templates and timing for regular reporting

5. Schedule 5 - Principal's Trademarks: List of trademarks and usage guidelines

6. Appendix A - Contact Details: Key contacts and communication protocols

7. Appendix B - Operating Procedures: Standard operating procedures and processes

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

Retail

Technology

Professional Services

Consumer Goods

Industrial Equipment

Pharmaceuticals

Financial Services

Software and IT

Telecommunications

Fashion and Luxury Goods

Real Estate

Construction Materials

Medical Devices

Chemical Industry

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Partner Relations

Contract Management

Compliance

Corporate Development

International Operations

Commercial Strategy

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Sales Operations Manager

Channel Manager

Partner Relations Manager

Regional Sales Manager

Commercial Operations Director

Head of Business Development

General Counsel

Chief Commercial Officer

Sales Representative

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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