LOI Agreement for Switzerland

LOI Agreement Template for Switzerland

A Letter of Intent (LOI Agreement) under Swiss law is a preliminary agreement document that outlines the key terms and conditions of a proposed transaction or business relationship. This document, while primarily non-binding except for specific provisions such as confidentiality and exclusivity, serves as a framework for further negotiations and establishes the groundwork for a definitive agreement. Subject to Swiss law, particularly the Swiss Code of Obligations, it provides clarity on the parties' intentions, proposed terms, and the path forward while maintaining legal flexibility. The document typically includes both binding and non-binding provisions, clearly differentiated to ensure legal certainty under Swiss jurisdiction.

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What is a LOI Agreement?

The LOI Agreement is a crucial document in Swiss business practice, typically used in the preliminary stages of significant commercial transactions such as mergers and acquisitions, joint ventures, or strategic partnerships. This document type serves as a roadmap for negotiations while providing certain binding commitments, particularly regarding confidentiality and exclusivity. Under Swiss law, it offers a flexible framework that balances the need for preliminary commitment with the freedom to continue negotiations. The LOI Agreement is particularly valuable in complex transactions where parties need to establish clear parameters for their negotiations while maintaining the ability to adjust terms as discussions progress. It typically includes provisions for due diligence, timeline for negotiations, cost allocation, and other key aspects of the proposed transaction, while clearly distinguishing between binding and non-binding elements to ensure legal certainty under Swiss jurisdiction.

What sections should be included in a LOI Agreement?

1. Parties: Identification and details of all parties to the agreement

2. Background: Context of the proposed transaction and relationship between the parties

3. Definitions: Key terms used throughout the agreement

4. Purpose and Scope: Clear statement of the intended transaction or relationship

5. Non-Binding Nature: Express declaration of which provisions are non-binding, typically including commercial terms

6. Binding Provisions: Specific provisions that are intended to be legally binding

7. Confidentiality: Binding obligations regarding the protection of confidential information

8. Exclusivity: Terms of any exclusive negotiation period

9. Duration and Termination: Period of validity and circumstances for termination

10. Costs and Expenses: Allocation of costs incurred during the negotiation process

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

What sections are optional to include in a LOI Agreement?

1. Due Diligence: Framework for conducting due diligence investigations, used when the LOI relates to a potential acquisition or investment

2. Break Fee: Provisions for compensation if either party withdraws from negotiations, included in high-value transactions

3. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, included when the proposed transaction requires regulatory oversight

4. Employee Matters: Provisions regarding treatment of employees, included when the proposed transaction affects employment relationships

5. Intellectual Property: Provisions regarding IP rights during negotiation period, included when IP is a significant aspect of the proposed transaction

6. Public Announcements: Rules for making public statements about the proposed transaction, included for transactions involving public companies or significant public interest

What schedules should be included in a LOI Agreement?

1. Term Sheet: Summary of key commercial terms under discussion

2. Timeline: Proposed schedule for negotiation, due diligence, and completion

3. Corporate Information: Key corporate details of the parties

4. Asset Schedule: List of key assets involved in the proposed transaction

5. Contact Details: List of key contacts and their roles for each party

6. Required Approvals: List of regulatory and other approvals needed for the proposed transaction

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Letter of Intent

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Insurance

Pharmaceuticals

Biotechnology

Manufacturing

Technology

Real Estate

Infrastructure

Energy

Telecommunications

Healthcare

Professional Services

Consumer Goods

Industrial Products

Private Equity

Venture Capital

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Strategy

Executive Leadership

Business Development

Commercial

Risk Management

Compliance

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Investment Director

Business Development Manager

Legal Counsel

Transaction Manager

Strategy Director

Commercial Director

Head of Corporate Development

Senior Legal Counsel

Investment Manager

Corporate Finance 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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