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Service Provider Agreement for Switzerland

Service Provider Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions under which a service provider will deliver specified services to a client. The document incorporates key provisions required under Swiss legislation, particularly the Code of Obligations (OR), and addresses essential aspects such as service scope, compensation, liability, data protection under FADP, and intellectual property rights. It includes specific provisions for service levels, quality standards, and compliance with Swiss regulatory requirements, while providing flexibility to accommodate various types of professional services and industry-specific needs.

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What is a Service Provider Agreement?

The Service Provider Agreement is a crucial document used when engaging external service providers for professional services in Switzerland. It establishes the legal framework for the service relationship, ensuring compliance with Swiss law, particularly the Code of Obligations and data protection regulations. This agreement is essential for businesses seeking to formalize service arrangements while clearly defining roles, responsibilities, deliverables, and commercial terms. It includes provisions for service quality, intellectual property rights, confidentiality, and liability allocation, making it suitable for various professional services from consulting to technical implementations. The document's structure accommodates Swiss legal requirements while incorporating international best practices in service provision.

What sections should be included in a Service Provider Agreement?

1. Parties: Identification and details of the service provider and the client, including registration numbers and addresses

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

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

4. Scope of Services: Detailed description of the services to be provided, including any specific deliverables

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Fees and Payment Terms: Service fees, payment schedule, invoicing requirements, and VAT provisions

7. Service Provider's Obligations: Key responsibilities and commitments of the service provider

8. Client's Obligations: Key responsibilities and commitments of the client

9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP

10. Confidentiality: Protection and handling of confidential information

11. Data Protection: Compliance with Swiss data protection laws and data handling requirements

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Governing Law and Jurisdiction: Specification of Swiss law governance and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Service Provider Agreement?

1. Service Levels: Specific performance metrics and standards, used when service quality needs to be quantitatively measured

2. Insurance: Insurance requirements, recommended when services involve significant risks or regulatory requirements

3. Non-Competition: Restrictions on competitive activities, relevant when service provider has access to sensitive business information

4. Non-Solicitation: Restrictions on hiring each other's personnel, important in professional services contexts

5. Compliance with Laws: Specific regulatory compliance obligations, necessary for regulated industries or specific service types

6. Audit Rights: Client's rights to audit service provider's performance and records, important for regulated services or critical business functions

7. Business Continuity: Disaster recovery and business continuity requirements, crucial for essential services

8. Assignment and Subcontracting: Rights and restrictions regarding transfer of obligations, important for complex service arrangements

What schedules should be included in a Service Provider Agreement?

1. Schedule 1 - Service Description: Detailed technical specification of services and deliverables

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria

4. Schedule 4 - Data Processing Agreement: Detailed terms for personal data processing compliance with Swiss FADP

5. Schedule 5 - Contact Details: Key personnel and escalation contacts for both parties

6. Schedule 6 - Required Insurance Coverage: Specific insurance types and coverage amounts required

7. Appendix A - Form of Change Order: Template for documenting changes to services or commercial terms

8. Appendix B - Security Requirements: Detailed IT and physical security requirements if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
















































Clauses












































Relevant Industries

Information Technology

Management Consulting

Professional Services

Financial Services

Healthcare

Manufacturing

Education and Training

Research and Development

Marketing and Advertising

Engineering Services

Facilities Management

Human Resources Services

Legal Services

Environmental Services

Business Process Outsourcing

Relevant Teams

Legal

Procurement

Finance

Operations

Commercial

Risk and Compliance

Project Management Office

Vendor Management

Business Development

Information Technology

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Head of Procurement

Procurement Manager

Contract Manager

Legal Counsel

Commercial Director

Operations Director

Project Manager

Vendor Manager

Business Development Manager

Risk Manager

Compliance Officer

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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