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Non Compete Partnership Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions of a partnership while incorporating specific non-compete provisions to protect the partnership's business interests. The document outlines the scope of restricted activities, geographical limitations, and duration of non-compete obligations in compliance with Swiss Code of Obligations (OR) Articles 340-340c and partnership regulations. It includes detailed provisions for confidentiality, consideration, enforcement mechanisms, and remedies while ensuring alignment with Swiss competition law and constitutional principles of economic freedom.

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What is a Non Compete Partnership Agreement?

The Non-Compete Partnership Agreement is essential for business partnerships in Switzerland where partners need to protect their shared business interests and prevent future competition. This document is typically used when establishing new partnerships, admitting new partners, or restructuring existing partnerships where there's a need to safeguard confidential information, client relationships, and business opportunities. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations regarding both partnership and non-compete provisions. It's designed to balance the partnership's legitimate business protection needs with individual partners' rights to economic freedom under Swiss law. The document includes specific provisions about restricted activities, territorial scope, duration, and compensation, all structured to ensure enforceability under Swiss jurisdiction.

What sections should be included in a Non Compete Partnership Agreement?

1. Parties: Identification and details of all partnership parties entering into the agreement

2. Background: Context of the partnership and reasons for entering into the non-compete agreement

3. Definitions: Defined terms used throughout the agreement, including specific business activities, territory, and competition-related terms

4. Partnership Scope: Definition of the partnership's business activities and each partner's roles and responsibilities

5. Non-Compete Obligations: Specific restrictions on competitive activities, including duration, geographic scope, and prohibited activities

6. Duration and Territory: Temporal and geographical limitations of the non-compete obligations, ensuring compliance with Swiss law requirements

7. Confidentiality: Obligations regarding the protection and non-disclosure of partnership confidential information

8. Consideration: Specific benefits or compensation provided in exchange for the non-compete obligations

9. Remedies and Enforcement: Consequences of breach and enforcement mechanisms, including potential liquidated damages

10. Termination: Circumstances under which the agreement can be terminated and the effects of termination

11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for dispute resolution

What sections are optional to include in a Non Compete Partnership Agreement?

1. Garden Leave: Provisions for paid non-competition period after active partnership ends, if applicable

2. Customer Non-Solicitation: Additional restrictions on approaching partnership customers, if separate from general non-compete

3. Employee Non-Solicitation: Restrictions on hiring or soliciting partnership employees, if required

4. Intellectual Property Rights: Specific provisions regarding IP ownership and usage, if relevant to the partnership

5. Post-Partnership Obligations: Specific duties and restrictions that continue after partnership termination

6. Compliance with Industry Regulations: Additional compliance requirements for regulated industries

7. Assignment and Succession: Rules regarding transfer of partnership interests and succession planning

What schedules should be included in a Non Compete Partnership Agreement?

1. Schedule 1: Restricted Business Activities: Detailed list of specific business activities covered by non-compete obligations

2. Schedule 2: Territory Definition: Detailed description or maps of geographic areas covered by restrictions

3. Schedule 3: Partnership Assets: Inventory of partnership assets and resources subject to protection

4. Schedule 4: Consideration Details: Detailed breakdown of compensation or benefits provided for non-compete obligations

5. Appendix A: Confidential Information: Specific categories and examples of confidential information covered

6. Appendix B: Key Customers and Contacts: List of important business relationships protected by the agreement

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

Cost

Free to use

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