Master Contract Template for Switzerland

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Key Requirements PROMPT example:

Master Contract

"I need a Master Contract under Swiss law for a software development company providing services to multiple EU clients, with strong IP protection clauses and data privacy provisions, to be implemented by March 2025."

What is a Master Contract?

This Master Contract template is designed for use in establishing long-term business relationships under Swiss law, where parties anticipate multiple transactions or ongoing services that will be governed by a common set of terms. It provides a comprehensive framework that reduces negotiation time for subsequent agreements while ensuring consistency in approach and risk allocation. The document incorporates key requirements from Swiss legislation, particularly the Swiss Code of Obligations, and includes provisions for contract formation, performance standards, and dispute resolution. This type of agreement is particularly valuable when parties expect to enter into multiple related agreements over time, as it streamlines the contracting process while maintaining legal certainty and clarity in the business relationship.

What sections should be included in a Master Contract?

1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the master contract

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Scope of Agreement: Overall framework and nature of the business relationship, including hierarchy of documents

5. Structure of Individual Agreements: Process and requirements for forming individual agreements under the master contract

6. Term and Termination: Duration of the master agreement, renewal provisions, and termination rights

7. General Obligations: Core duties and responsibilities of each party under the framework

8. Pricing and Payment Terms: General principles for pricing and payment applicable to all individual agreements

9. Confidentiality: Protection and handling of confidential information exchanged under the agreement

10. Intellectual Property: Ownership and usage rights of IP in the context of the relationship

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Force Majeure: Provisions for handling unforeseen circumstances and their impact

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Master Contract?

1. Data Protection: Required when personal data processing is involved, ensuring compliance with Swiss Data Protection Act

2. Compliance: Include when specific regulatory compliance obligations need to be addressed

3. Insurance: Required when specific insurance coverage needs to be maintained by either party

4. Parent Company Guarantee: Include when financial security from a parent company is required

5. Service Levels: Include when the relationship involves ongoing service provision with performance metrics

6. Security Requirements: Required when dealing with sensitive information or systems access

7. Change Control: Include when formal processes for changes to services or deliverables are needed

8. Personnel: Required when specific staffing requirements or qualifications need to be maintained

What schedules should be included in a Master Contract?

1. Schedule 1 - Pricing Framework: Detailed pricing structure, including rate cards and calculation methodologies

2. Schedule 2 - Service/Product Specifications: Template for detailed specifications of services or products to be provided

3. Schedule 3 - Form of Individual Agreement: Template for individual agreements to be executed under the master contract

4. Schedule 4 - Key Personnel: List of key contacts and responsible personnel from each party

5. Schedule 5 - Technical Requirements: Specific technical standards or requirements applicable to all individual agreements

6. Schedule 6 - Governance Structure: Details of management structure, meeting schedules, and escalation procedures

7. Appendix A - Data Processing Terms: Detailed terms for handling personal data, if applicable

8. Appendix B - Security Standards: Specific security requirements and standards to be maintained

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Financial Services

Healthcare

Telecommunications

Retail

Construction

Energy

Transportation and Logistics

Life Sciences

Consumer Goods

Relevant Teams

Legal

Procurement

Commercial

Operations

Risk and Compliance

Finance

Business Development

Contract Management

Corporate Affairs

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Commercial Director

Chief Legal Officer

Business Development Manager

Operations Director

Risk Manager

Compliance Officer

General Counsel

Head of Commercial

Chief Financial 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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