Restaurant Licensing Agreement for Switzerland

Restaurant Licensing Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions under which a restaurant concept owner (licensor) grants rights to a restaurant operator (licensee) to use its brand, operational systems, recipes, and know-how in operating a restaurant. The agreement incorporates specific Swiss federal and cantonal requirements for food service establishments, including compliance with the Federal Act on Foodstuffs and Swiss hygiene regulations. It covers intellectual property rights, quality standards, operational requirements, financial terms, and termination provisions, while ensuring compliance with Swiss commercial law and local restaurant regulations.

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What is a Restaurant Licensing Agreement?

The Restaurant Licensing Agreement is essential for businesses seeking to expand their restaurant concepts in Switzerland without pursuing a full franchise model. This agreement enables restaurant concept owners to license their intellectual property, operational systems, and know-how to independent operators while maintaining brand control. It must comply with Swiss federal law, including the Code of Obligations and Federal Act on Foodstuffs, as well as specific cantonal requirements for restaurant operations. The document typically includes detailed provisions for quality control, operational standards, and financial terms, while addressing unique Swiss regulatory requirements for food service establishments. This type of agreement is particularly relevant for international restaurant brands entering the Swiss market or local concepts expanding through licensing rather than direct ownership.

What sections should be included in a Restaurant Licensing Agreement?

1. Parties: Identification of the Licensor and Licensee with full legal details

2. Background: Context of the agreement, including brief description of the restaurant concept and business model

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope of the license, including territory, exclusivity status, and permitted use of intellectual property

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Fees and Payment Terms: License fees, royalties, payment schedules, and reporting requirements

7. Quality Control and Standards: Required operational standards, quality control measures, and compliance with Swiss food safety regulations

8. Intellectual Property Rights: Protection and usage of trademarks, trade dress, and other intellectual property

9. Operations Manual and System: Compliance with prescribed operational procedures and systems

10. Maintenance and Inspections: Requirements for maintenance of premises and regular inspections

11. Record Keeping and Reporting: Required financial and operational records and reporting obligations

12. Insurance and Indemnification: Required insurance coverage and mutual indemnification provisions

13. Default and Termination: Events of default, termination rights, and procedures

14. Post-Termination Obligations: Obligations of parties after termination of the agreement

15. Governing Law and Jurisdiction: Application of Swiss law and jurisdiction for dispute resolution

What sections are optional to include in a Restaurant Licensing Agreement?

1. Training Requirements: Details of initial and ongoing training requirements - include when licensor provides training programs

2. Equipment Supply: Terms for supply and maintenance of specialized equipment - include when licensor supplies specific equipment

3. Territory Protection: Specific terms regarding territorial exclusivity - include when exclusive territories are granted

4. Recipe and Trade Secret Protection: Special provisions for protecting proprietary recipes and methods - include when proprietary recipes are part of the license

5. Construction and Design Requirements: Specific requirements for restaurant design and construction - include for new build-outs

6. Sublicensing Rights: Terms for sublicensing - include when sublicensing is permitted

7. Marketing Requirements: Specific marketing obligations and cooperative advertising - include when there are mandatory marketing programs

8. Supply Chain Requirements: Mandatory supplier relationships and purchasing obligations - include when specific suppliers must be used

What schedules should be included in a Restaurant Licensing Agreement?

1. Schedule A - Licensed Marks: Detailed list of licensed trademarks and brand elements

2. Schedule B - Licensed Territory: Detailed description of the licensed territory with maps if applicable

3. Schedule C - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

4. Schedule D - Required Equipment and Specifications: List of required equipment and technical specifications

5. Schedule E - Operating Standards: Detailed operating procedures and standards

6. Schedule F - Menu Items and Recipes: Approved menu items and standardized recipes

7. Schedule G - Training Program: Details of required initial and ongoing training

8. Schedule H - Design and Layout Requirements: Specifications for restaurant design and layout

9. Schedule I - Approved Suppliers: List of approved suppliers and purchasing requirements

10. Schedule J - Quality Control Standards: Detailed quality control and inspection 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

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Food & Beverage

Hospitality

Retail

Franchise & Licensing

Real Estate

Intellectual Property

Food Services

Restaurant Operations

Relevant Teams

Legal

Operations

Compliance

Finance

Business Development

Brand Management

Quality Assurance

Food Safety

Commercial

Licensing

Risk Management

Relevant Roles

Licensing Director

Restaurant Operations Manager

Legal Counsel

Chief Executive Officer

Chief Operating Officer

Brand Manager

Business Development Manager

Food Safety Officer

Quality Control Manager

Commercial Director

Head of Franchising

Restaurant Owner

Compliance Officer

Chief Financial Officer

Operations Director

Industries
Swiss Federal Act on Foodstuffs and Utility Articles (LMG): Primary legislation governing food safety, hygiene standards, and handling requirements in food service establishments
Swiss Code of Obligations (OR): Fundamental law governing contracts, commercial relationships, and business obligations in Switzerland
Federal Act on Trade Marks and Indications of Source (Trade Mark Protection Act): Governs protection of trademarks and brand elements that may be licensed as part of the restaurant agreement
Federal Act on Patents for Inventions (Patents Act): Relevant for protecting proprietary recipes, cooking methods, or specialized equipment included in the license
Federal Act on Competition (Cartel Act): Ensures licensing terms comply with competition law, particularly regarding territorial restrictions and pricing
Federal Act on the Prevention of Unfair Competition (UCA): Regulates business practices and protects against unfair competition, relevant for confidentiality and non-compete provisions
Cantonal Restaurant and Hotel Regulations: Local laws governing restaurant operations, including licensing requirements, opening hours, and serving of alcohol
Federal Act on Value Added Tax (VAT Act): Governs tax obligations and requirements for restaurant services and licensing fees
Federal Act on Consumer Protection: Ensures compliance with consumer rights and protection measures in food service establishments
Federal Act on Product Safety: Ensures safety standards for equipment, furnishings, and other items used in the licensed restaurant
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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