Broker Referral Agreement Template for Switzerland

A Broker Referral Agreement is a legally binding contract that establishes the terms and conditions under which one broker refers clients to another broker or intermediary in exchange for compensation. Under Swiss law, these agreements are governed primarily by the Swiss Code of Obligations Articles 412-418, which define the rights, obligations, and commission entitlements of brokers in Switzerland.

When do you need this document?

You need a Broker Referral Agreement when establishing formal referral relationships with other professionals in your industry. This is particularly common in Switzerland's financial services sector, where investment firms, asset management companies, and insurance brokers regularly refer clients to specialized service providers. Real estate agencies use these agreements when referring clients to mortgage brokers or property management companies. Professional services firms, including legal and accounting practices, often establish referral networks with complementary service providers to better serve their clients' comprehensive needs.

Key legal considerations

The agreement must clearly define the parties' roles, responsibilities, and compensation structures to avoid disputes. Key clauses should address the scope of referrals, commission rates and payment terms, confidentiality obligations, and termination procedures. Under Swiss law, brokers have specific fiduciary duties to their clients, and referral agreements must not compromise these obligations. The contract should include provisions for compliance with anti-money laundering requirements under the Swiss Federal Act on Combating Money Laundering (AMLA), particularly for financial intermediaries. Data protection clauses are essential to ensure compliance with the Swiss Federal Act on Data Protection (FADP) when sharing client information. Risk allocation provisions should clearly outline each party's liability and indemnification obligations to protect against potential claims or regulatory violations.

Legal requirements in Switzerland

Swiss law requires specific compliance measures depending on the type of brokerage involved. Financial intermediaries must adhere to the Swiss Federal Act on Financial Market Infrastructures (FMIA) and the Swiss Federal Act on Financial Services (FinSA), which establish conduct rules and licensing requirements. The agreement must include proper identification of both parties with full legal names, addresses, and relevant registration details or licensing numbers. Compensation arrangements must comply with transparency requirements and cannot create conflicts of interest that harm client interests. The contract should specify the governing law as Swiss law and designate Swiss courts for dispute resolution. All parties must maintain appropriate records of referral activities and commission payments for regulatory compliance and tax purposes. The agreement should also address termination procedures and the handling of ongoing client relationships upon contract expiration or termination.