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Overcontract Template for Switzerland

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Key Requirements PROMPT example:

Overcontract

"I need an Overcontract under Swiss law for a software company providing SaaS solutions to multiple enterprise clients, with specific focus on data protection and service level commitments, to be effective from March 2025."

Document background
The Overcontract is designed for business relationships where parties anticipate multiple future transactions or ongoing collaboration under Swiss law. This master agreement establishes the fundamental framework that will govern subsequent specific contracts or purchase orders, providing certainty on key terms while maintaining operational flexibility. It is particularly valuable in complex commercial relationships where parties need a structured approach to repeated transactions while avoiding the need to negotiate terms for each individual deal. The document typically includes provisions for ordering processes, quality standards, pricing mechanisms, and general terms that will apply to all future specific contracts. Under Swiss law, specifically the Swiss Code of Obligations, this framework agreement approach is well-recognized and provides legal certainty while accommodating commercial flexibility.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the relationship and purpose of the framework agreement

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

4. Scope of Agreement: Description of the types of transactions/relationships covered by the framework

5. Structure of Individual Contracts: Process and requirements for forming individual contracts under the framework

6. General Terms and Conditions: Standard terms applying to all individual contracts

7. Ordering Process: Procedures for initiating and confirming individual contracts

8. Prices and Payment Terms: Framework for determining prices and standard payment conditions

9. Duration and Termination: Term of the framework agreement and termination provisions

10. Confidentiality: Protection of confidential information exchanged under the framework

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

12. Miscellaneous Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Exclusivity: Used when parties agree to exclusive dealing arrangements

2. Minimum Purchase Obligations: Include when there are committed purchase volumes

3. Quality Standards: Required for relationships involving product or service quality requirements

4. Intellectual Property Rights: Include when IP creation or licensing is part of the relationship

5. Data Protection: Required when personal data processing is involved

6. Compliance Requirements: Include for regulated industries or specific compliance obligations

7. Force Majeure: Optional but recommended for long-term relationships

8. Change Control: Include when framework terms may need systematic updates

9. Insurance Requirements: Include when specific insurance coverage is required

Suggested Schedules

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

2. Schedule 2 - Pricing Framework: Detailed pricing models, calculations, and adjustments

3. Schedule 3 - Service Levels: Performance metrics and service level requirements

4. Schedule 4 - Technical Specifications: Technical requirements and standards

5. Schedule 5 - Contact Details: Key contacts and notice details for both parties

6. Schedule 6 - Standard Forms: Template forms for orders, acceptance, etc.

7. Appendix A - Compliance Requirements: Detailed compliance obligations and procedures

8. Appendix B - Data Processing Terms: Detailed data protection and processing 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















































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Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Financial Services

Healthcare

Telecommunications

Logistics and Supply Chain

Energy

Construction

Information Technology

Pharmaceuticals

Industrial Products

Consumer Goods

Relevant Teams

Legal

Procurement

Commercial

Supply Chain

Operations

Finance

Risk and Compliance

Sales

Business Development

Vendor Management

Relevant Roles

Chief Commercial Officer

Head of Procurement

Legal Counsel

Commercial Director

Supply Chain Manager

Procurement Manager

Contract Manager

Business Development Director

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Sales Director

Category Manager

Vendor 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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