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Framework Collaboration Agreement Template for Switzerland

A Framework Collaboration Agreement under Swiss law establishes a comprehensive legal foundation for ongoing business cooperation between two or more parties. This document defines the general terms, conditions, and structure for future collaborative activities while allowing flexibility for specific project implementations. Governed by Swiss law, particularly the Swiss Code of Obligations, it addresses key aspects such as intellectual property rights, confidentiality, liability allocation, and governance structure. The agreement is designed to facilitate long-term business relationships while providing clear mechanisms for project-specific arrangements through supplementary agreements.

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What is a Framework Collaboration Agreement?

The Framework Collaboration Agreement serves as a master agreement for organizations seeking to establish long-term collaborative relationships under Swiss law. This document type is particularly valuable when parties anticipate multiple joint projects or ongoing cooperation but want to maintain flexibility in specific implementations. It provides the legal and operational framework for collaboration while allowing individual projects to be governed by separate project-specific agreements. The agreement incorporates key Swiss legal requirements and commercial practices, making it suitable for both domestic and international collaborations. Typically used by companies engaging in strategic partnerships, joint research and development, or shared service arrangements, the Framework Collaboration Agreement addresses essential elements such as governance structure, resource allocation, intellectual property rights, and risk distribution, while remaining adaptable to evolving business needs.

What sections should be included in a Framework Collaboration Agreement?

1. Parties: Identification and details of the contracting parties, including registered addresses and company details

2. Background: Context of the collaboration and brief description of each party's business and objectives

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

4. Scope of Collaboration: General framework and principles of the collaboration

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

6. Governance Structure: Management of the collaboration, including steering committee and decision-making processes

7. Financial Terms: General principles for cost sharing, pricing, and payment terms

8. Confidentiality: Protection of confidential information exchanged during the collaboration

9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP

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

11. Force Majeure: Provisions for handling unforeseen circumstances

12. General Provisions: Standard legal clauses including notices, amendments, and assignment

13. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for dispute resolution

What sections are optional to include in a Framework Collaboration Agreement?

1. Data Protection: Detailed provisions for handling personal data, required if collaboration involves significant data sharing

2. Non-Competition: Restrictions on competitive activities, include if parties operate in similar markets

3. Insurance: Insurance requirements, include if collaboration involves significant operational risks

4. Personnel: Provisions regarding staff exchanges or shared resources, include if relevant to collaboration

5. Quality Standards: Quality requirements and standards, include for technical or manufacturing collaborations

6. Compliance: Specific regulatory compliance requirements, include for regulated industries

7. Marketing and Branding: Rules for joint marketing activities and brand usage, include if relevant

8. Environmental Standards: Environmental commitments and standards, include for environmentally sensitive operations

What schedules should be included in a Framework Collaboration Agreement?

1. Schedule 1 - Service Levels: Detailed performance metrics and service level requirements

2. Schedule 2 - Pricing and Payment Terms: Detailed financial arrangements and pricing mechanisms

3. Schedule 3 - Governance Procedures: Detailed procedures for collaboration management and decision-making

4. Schedule 4 - Technical Specifications: Technical requirements and specifications for the collaboration

5. Schedule 5 - Contact Details: Key contact persons and communication protocols

6. Schedule 6 - Form of Project Agreement: Template for specific project agreements under the framework

7. Appendix A - Insurance Requirements: Detailed insurance coverage requirements

8. Appendix B - Compliance Checklist: List of regulatory and compliance requirements

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

Framework Agreement

Cost

Free to use

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