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Independent Contractor Sales Commission Agreement for Switzerland

Independent Contractor Sales Commission Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes and regulates the relationship between a company and an independent sales contractor. The document outlines commission structures, sales territories, performance expectations, and contractor obligations while ensuring compliance with Swiss commercial law, particularly the Swiss Code of Obligations. It includes specific provisions for maintaining independent contractor status, commission calculations, payment terms, and territorial rights, while addressing key aspects of data protection, confidentiality, and non-competition under Swiss jurisdiction.

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Independent Contractor Sales Commission Agreement

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What is a Independent Contractor Sales Commission Agreement?

The Independent Contractor Sales Commission Agreement is essential for businesses operating in Switzerland that wish to engage sales professionals on an independent contractor basis rather than as employees. This document is crucial for establishing clear terms of engagement while ensuring compliance with Swiss law, particularly the Swiss Code of Obligations (Articles 394-406 and 418a-418v). It defines the commission structure, sales territories, and performance expectations while maintaining the contractor's independent status. The agreement helps prevent potential misclassification issues and provides clear guidelines for both parties regarding their rights, obligations, and the commercial relationship's parameters. It's particularly important for companies expanding their sales force through independent contractors rather than traditional employment relationships.

What sections should be included in a Independent Contractor Sales Commission Agreement?

1. Parties: Identification of the contracting parties - the company and the independent sales contractor

2. Background: Context of the agreement and confirmation of independent contractor status

3. Definitions: Key terms used throughout the agreement, including commission types, territory, products, and sales targets

4. Appointment and Scope: Designation of the contractor and definition of sales territory and products

5. Independent Contractor Status: Clear statement of independent contractor relationship and its implications under Swiss law

6. Contractor's Obligations: Core responsibilities including sales activities, reporting, and professional conduct

7. Company's Obligations: Support, training, and materials to be provided by the company

8. Commission Structure: Calculation methods, rates, and payment terms for commissions

9. Payment Terms: Timing, method, and currency of commission payments, including VAT considerations

10. Term and Termination: Duration of agreement and grounds for termination

11. Confidentiality: Protection of business information and trade secrets

12. Non-Competition: Restrictions during and after the agreement term, compliant with Swiss law

13. Intellectual Property: Ownership and usage rights of company materials and trademarks

14. Data Protection: Compliance with Swiss data protection laws

15. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

What sections are optional to include in a Independent Contractor Sales Commission Agreement?

1. Performance Targets: Specific sales targets and consequences of meeting/missing them - include when performance-based incentives are part of the arrangement

2. Marketing and Advertising: Guidelines for promotional activities - include when contractor has marketing responsibilities

3. Insurance Requirements: Specific insurance coverage requirements - include when contractor deals with high-value products or services

4. Subcontracting: Terms for engaging subcontractors - include when subcontracting might be permitted

5. Customer Service Standards: Required service levels - include for customer-facing roles

6. Training Requirements: Mandatory training programs - include when specific qualifications are needed

7. Expense Reimbursement: Terms for business expense claims - include when company will cover certain expenses

8. Post-Termination Procedures: Detailed exit procedures - include for complex sales relationships

9. Force Majeure: Provisions for unforeseen circumstances - include for long-term agreements

What schedules should be included in a Independent Contractor Sales Commission Agreement?

1. Schedule 1 - Commission Rates: Detailed breakdown of commission percentages by product/service type

2. Schedule 2 - Territory Definition: Specific geographical areas or market segments covered

3. Schedule 3 - Product List: Current products/services the contractor is authorized to sell

4. Schedule 4 - Sales Targets: Specific performance metrics and evaluation criteria

5. Schedule 5 - Reporting Templates: Required formats for sales reports and documentation

6. Appendix A - Company Policies: Relevant company policies affecting the contractor's activities

7. Appendix B - Marketing Guidelines: Approved marketing practices and brand usage rules

8. Appendix C - Compliance Requirements: Specific regulatory or industry 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 | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions















































Clauses









































Relevant Industries

Technology

Software

Manufacturing

Pharmaceutical

Medical Devices

Consumer Goods

Industrial Equipment

Real Estate

Financial Services

Insurance

Telecommunications

Professional Services

Luxury Goods

Automotive

Construction Materials

Relevant Teams

Legal

Human Resources

Sales Operations

Commercial Operations

Business Development

Compliance

Finance

Contract Administration

Sales Administration

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Sales Operations Manager

Contract Manager

Legal Counsel

HR Director

Chief Commercial Officer

Regional Sales Manager

Territory Manager

Channel Manager

Independent Sales Representative

Commission Agent

Sales Contractor

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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