Master Framework Agreement Template for Switzerland

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Key Requirements PROMPT example:

Master Framework Agreement

I need a Master Framework Agreement under Swiss law for a software development company providing IT services to multiple European clients, with specific emphasis on data protection compliance and service level commitments, to be implemented by March 2025.

Document background
The Master Framework Agreement is a fundamental commercial document used to establish long-term business relationships under Swiss law. It is particularly suitable for situations where parties anticipate multiple transactions or ongoing services and want to avoid negotiating terms repeatedly. The agreement typically includes core commercial and legal terms that will apply to all future specific agreements, purchase orders, or statements of work, while allowing flexibility for transaction-specific details to be agreed upon separately. This type of agreement is commonly used in Switzerland and internationally when parties choose Swiss law for its stability and well-developed commercial law framework. The document combines Swiss legal requirements with international best practices in commercial contracting, making it suitable for both domestic and cross-border business relationships.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Defined terms used throughout the agreement and its schedules

4. Scope of Agreement: Framework terms governing future specific agreements and overall business relationship

5. Structure of Relationship: Hierarchy of documents, relationship between framework and specific agreements

6. Ordering Process: Procedure for placing and accepting orders under the framework

7. Terms of Payment: Payment terms, invoicing requirements, and currency specifications

8. Obligations of the Parties: General obligations and responsibilities of each party

9. Representations and Warranties: Standard representations and warranties from both parties

10. Liability and Indemnification: Limitation of liability and indemnification provisions

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and termination rights

13. Force Majeure: Events excusing performance and related procedures

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Include when IP rights may be created or licensed under the framework

2. Data Protection: Include when personal data processing is involved

3. Insurance: Include when specific insurance requirements are necessary

4. Compliance with Laws: Include when specific regulatory compliance needs to be addressed

5. Non-Competition: Include when parties need to restrict competitive activities

6. Service Levels: Include when performance standards need to be established

7. Audit Rights: Include when verification of compliance or performance is required

8. Personnel: Include when specific requirements for personnel or key contacts are needed

9. Business Continuity: Include when service continuity is critical

10. Environmental Requirements: Include when environmental compliance or standards are relevant

Suggested Schedules

1. Schedule 1 - Pricing and Payment Terms: Detailed pricing structure, payment terms, and invoicing requirements

2. Schedule 2 - Service/Product Specifications: Detailed specifications of services or products covered by the framework

3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methods

4. Schedule 4 - Operational Procedures: Detailed procedures for day-to-day operations and communication

5. Schedule 5 - Form of Order: Template for specific orders under the framework

6. Schedule 6 - Contact Details: List of key contacts and escalation procedures

7. Schedule 7 - Data Processing Agreement: Detailed terms for personal data processing if applicable

8. Schedule 8 - Compliance Requirements: Specific regulatory or compliance requirements

9. Appendix A - Technical Requirements: Technical specifications or requirements

10. 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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Financial Services

Healthcare

Telecommunications

Retail

Energy

Transportation

Construction

Pharmaceuticals

Consumer Goods

Industrial Services

Software Development

Consulting

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Risk Management

Compliance

Business Development

Sales

Supply Chain

Contract Management

Account Management

Relevant Roles

Legal Counsel

Contract Manager

Commercial Director

Procurement Manager

Chief Legal Officer

Business Development Manager

Operations Director

Risk Manager

Compliance Officer

Chief Financial Officer

Account Manager

Project Manager

Supply Chain Manager

General Counsel

Sales Director

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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