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Distributor Evaluation Template for Switzerland

This document provides a legal framework under Swiss law for evaluating potential distributors before entering into a formal distribution agreement. It outlines the evaluation criteria, process, and timeline while protecting both parties' interests during the assessment period. The agreement includes provisions for confidentiality, data protection, and intellectual property rights in accordance with Swiss legislation, particularly the Swiss Code of Obligations. It establishes clear boundaries between the evaluation phase and any future distribution relationship, while setting out the rights and obligations of both parties during the evaluation process.

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What is a Distributor Evaluation?

This Distributor Evaluation agreement is designed for use when a company needs to assess the suitability of a potential distributor before entering into a formal distribution relationship. It is governed by Swiss law and incorporates relevant provisions from the Swiss Code of Obligations and related commercial legislation. The document provides a structured framework for evaluating distributor capabilities, financial stability, market presence, and operational capacity. It includes essential protections for confidential information and intellectual property while clearly stating that the evaluation process does not guarantee a future distribution agreement. The agreement is particularly useful for companies expanding their distribution networks who need to conduct thorough due diligence while maintaining legal protection during the evaluation phase.

What sections should be included in a Distributor Evaluation?

1. Parties: Identification of the potential supplier/manufacturer and the potential distributor

2. Background: Context of the evaluation process and the parties' intentions regarding potential future distribution relationship

3. Definitions: Key terms used throughout the agreement including Evaluation Period, Evaluation Criteria, Territory, Products

4. Scope of Evaluation: Details of what aspects of the distributor's business and capabilities will be evaluated

5. Duration: Length of the evaluation period and any conditions for extension or early termination

6. Evaluation Process: Step-by-step description of how the evaluation will be conducted, including meetings, site visits, and assessments

7. Parties' Obligations: Specific responsibilities of both parties during the evaluation period

8. Confidentiality: Protection of confidential information exchanged during the evaluation process

9. Data Protection: Handling and protection of personal and business data in compliance with Swiss law

10. No Commitment: Clear statement that the evaluation process does not guarantee a future distribution agreement

11. Costs: Allocation of costs incurred during the evaluation process

12. Intellectual Property: Protection and usage rights of IP during the evaluation period

13. Termination: Circumstances and process for ending the evaluation

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

What sections are optional to include in a Distributor Evaluation?

1. Sample Products: Terms for handling product samples during evaluation, used when physical products are part of the assessment

2. Multi-Territory Provisions: Additional terms for evaluations covering multiple territories or countries

3. Industry-Specific Requirements: Special provisions for regulated industries (e.g., pharmaceuticals, medical devices)

4. Technical Requirements: Specific technical capabilities assessment, relevant for technical products or services

5. Financial Guarantees: Terms for any financial commitments or guarantees during evaluation, used for high-value evaluations

6. Third-Party Evaluation: Provisions for external evaluators or consultants, when independent assessment is required

What schedules should be included in a Distributor Evaluation?

1. Schedule 1 - Evaluation Criteria: Detailed list of criteria and metrics used to evaluate the potential distributor

2. Schedule 2 - Evaluation Timeline: Detailed timeline of evaluation activities and milestones

3. Schedule 3 - Required Documentation: List of documents and information the potential distributor must provide

4. Schedule 4 - Territory Description: Detailed description of the geographic area(s) covered by the evaluation

5. Schedule 5 - Product List: List of products or services relevant to the potential distribution agreement

6. Appendix A - Evaluation Forms: Standard forms and templates used during the evaluation process

7. Appendix B - Confidentiality Terms: Detailed confidentiality provisions and requirements

8. Appendix C - Compliance Checklist: Regulatory and compliance requirements checklist

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Document Type

Evaluation Form

Cost

Free to use

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