Introduction Fee Agreement Template for Switzerland

An Introduction Fee Agreement is a legally binding contract that establishes the terms under which an intermediary will be compensated for facilitating valuable business connections. Under Swiss law, these agreements are particularly important for protecting the interests of both introducers and clients while ensuring compliance with the Swiss Code of Obligations and relevant financial regulations.

When do you need this document?

You need an Introduction Fee Agreement when you're working as a business broker, investment advisor, or consultant who connects clients with potential business partners, investors, or service providers. This document is essential if you're facilitating mergers and acquisitions, introducing startups to venture capital firms, or connecting businesses with strategic partners. Investment advisors use these agreements when introducing clients to fund managers or alternative investment opportunities. Corporate finance advisory firms rely on them when facilitating introductions between companies and potential acquirers or joint venture partners. The agreement is also crucial for business development agencies that specialize in creating valuable networking opportunities for their clients.

Key legal considerations

The agreement must clearly define what constitutes a successful introduction and the specific triggers for fee payment. Payment terms should specify whether fees are due upon introduction, contract signing, or completion of the underlying transaction. You should include provisions for exclusivity periods and clearly outline the scope of introduction services to avoid disputes. The document must address confidentiality obligations and define the introduction period during which fees remain payable. Consider including clawback provisions if transactions fail to complete and establish clear boundaries regarding the introducer's role versus ongoing advisory services. Fee structures should be transparent, whether they involve flat rates, percentage-based payments, or tiered commission structures.

Legal requirements in Switzerland

Under Swiss law, Introduction Fee Agreements are governed by the Swiss Code of Obligations, particularly Articles 394-406 regarding mandate contracts. The agreement must comply with good faith requirements under Article 2 of the Swiss Civil Code, ensuring fair dealing between parties. If your introduction services relate to financial instruments or securities, you must consider compliance with the Federal Act on Financial Market Infrastructures (FinfraG), which regulates market conduct and financial intermediaries. Anti-money laundering obligations under the Federal Act on Combating Money Laundering (AMLA) may apply when structuring fee payments, particularly for high-value transactions. The contract must be written in one of Switzerland's official languages and should specify Swiss jurisdiction for dispute resolution. Consider including provisions for compliance with cantonal business registration requirements if operating as a professional intermediary.