Commission Agreement Template for Switzerland

A Commission Agreement under Swiss law creates a formal relationship where you engage an independent Commission Agent to conduct business transactions on your behalf. Unlike simple agency arrangements, the Commission Agent acts in their own name while working for your account, creating a unique legal structure governed by Articles 425-439 of the Swiss Code of Obligations (OR/CO).

When do you need this document?

You need a Commission Agreement when expanding your business through independent sales representatives who will negotiate and conclude contracts with third parties. This arrangement is particularly valuable when entering new markets where local expertise is essential, or when you want to increase sales capacity without hiring direct employees. The agreement is also necessary when working with agents who will handle customer relationships, process orders, and manage collections on your behalf. Many Swiss businesses use commission agreements for product distribution, real estate transactions, and international trade operations where the agent's local knowledge and networks provide significant value.

Key legal considerations

Your Commission Agreement must clearly define the scope of the agent's authority and specify whether they can bind you contractually with third parties. Commission calculation methods, payment terms, and expense reimbursement policies require precise definition to avoid disputes. The agreement should address confidentiality obligations, non-compete restrictions, and data protection compliance under Swiss Federal Act on Data Protection (FADP). Territory limitations, exclusivity arrangements, and performance targets need careful consideration to protect your business interests. Include termination provisions that comply with Swiss employment and commercial law, particularly if the relationship resembles an employment arrangement. Insurance requirements, liability allocation, and indemnification clauses protect both parties from potential risks arising from the commission agent's activities.

Legal requirements in Switzerland

Swiss law under the Code of Obligations requires that commission agreements clearly distinguish between true commission relationships and employment arrangements to avoid unintended employment law obligations. The agreement must specify the agent's degree of independence and their right to represent other principals unless exclusivity is explicitly agreed. Swiss commercial law mandates that commission agents maintain proper records and provide regular reporting to principals about transactions conducted on their behalf. If your agreement involves cross-border activities, you must ensure compliance with international tax treaties and VAT obligations. The Federal Act on Data Protection requires specific provisions for handling personal data collected during commission activities. Professional licensing requirements may apply depending on the industry sector, particularly for financial services, real estate, or regulated products. Written form is recommended for commission agreements exceeding certain thresholds or involving ongoing relationships to ensure enforceability under Swiss contract law.