Master Agreement for Switzerland

Master Agreement Template for Switzerland

A Swiss law Master Agreement is a comprehensive framework agreement that establishes the general terms and conditions governing the ongoing business relationship between parties. It serves as an umbrella agreement under which specific agreements, purchase orders, or statements of work can be executed. This document incorporates key principles of Swiss contract law, particularly drawing from the Swiss Code of Obligations, and provides flexibility for international business relationships while maintaining compliance with Swiss legal requirements. The agreement typically includes detailed provisions for contract formation, performance, liability, termination, and dispute resolution under Swiss law.

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What is a Master Agreement?

The Master Agreement is designed for situations where parties anticipate an ongoing business relationship with multiple transactions or services over time. It streamlines future dealings by establishing standard terms that automatically apply to subsequent specific agreements, reducing negotiation time and ensuring consistency. This type of agreement is particularly valuable in the Swiss business context, where parties seek to combine the reliability of Swiss law with efficient commercial practices. The document typically covers essential aspects such as contract formation, general obligations, pricing principles, intellectual property rights, liability, and dispute resolution. It's especially useful for complex commercial relationships where parties need a robust legal framework that can accommodate various types of future transactions while maintaining compliance with Swiss legal requirements.

What sections should be included in a Master Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Overall purpose and scope of the master agreement

5. Structure of Agreement: Hierarchy and relationship between master agreement and subsequent specific agreements

6. Term and Termination: Duration of the agreement and termination provisions

7. General Obligations: Core obligations of each party under the master agreement

8. Ordering Process: Process for entering into specific agreements or orders under the master framework

9. Prices and Payment Terms: General pricing principles and payment conditions

10. Intellectual Property Rights: Ownership and usage rights of IP

11. Confidentiality: Protection and handling of confidential information

12. Liability and Indemnification: Allocation of risks and liability between parties

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

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

15. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

What sections are optional to include in a Master Agreement?

1. Insurance: Insurance requirements when specific risks need to be covered

2. Audit Rights: Right to audit compliance with agreement terms, typically included for regulated industries or complex services

3. Environmental Compliance: Environmental obligations for agreements involving manufacturing or physical goods

4. Quality Assurance: Quality standards and processes, particularly relevant for manufacturing or service agreements

5. Personnel Requirements: Specific requirements for personnel involved in service delivery

6. Business Continuity: Business continuity and disaster recovery requirements for critical services

7. Corporate Social Responsibility: CSR obligations when relevant to the business relationship

8. Export Control: Export control provisions for international trade relationships

9. Anti-Corruption: Anti-corruption provisions for international business or public sector relationships

What schedules should be included in a Master Agreement?

1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies

2. Schedule 2 - Service Levels: Specific service levels and performance metrics

3. Schedule 3 - Technical Requirements: Technical specifications or requirements

4. Schedule 4 - Form of Specific Agreement: Template for specific agreements to be entered into under the master agreement

5. Schedule 5 - Contact Details: Key contacts and notice details for both parties

6. Schedule 6 - Governance: Governance structure and escalation procedures

7. Appendix A - Data Processing Agreement: Detailed data protection and processing terms

8. Appendix B - Security Requirements: Information security requirements and procedures

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

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Healthcare

Pharmaceuticals

Consumer Goods

Industrial

Energy

Telecommunications

Logistics

Software

Consulting

Real Estate

Insurance

Relevant Teams

Legal

Commercial

Procurement

Finance

Operations

Risk and Compliance

Sales

Business Development

Contract Management

Account Management

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Procurement Manager

Contract Manager

Business Development Director

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

Sales Director

Account Executive

Partner

Managing Director

Chief Executive 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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