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Sales Representative Agreement for Switzerland

Sales Representative Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes and regulates the relationship between a principal company and its sales representative. The document outlines the terms under which the representative will promote and sell the principal's products or services, including territory rights, commission structures, performance expectations, and compliance requirements. It incorporates specific provisions from the Swiss Code of Obligations (particularly Articles 418a-418v) regarding commercial agency relationships, while addressing practical commercial needs such as reporting obligations, intellectual property usage, and post-contractual obligations.

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Sales Representative Agreement

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What is a Sales Representative Agreement?

This document serves as the foundational agreement for establishing a sales representation relationship under Swiss law. The Sales Representative Agreement is essential when a company (principal) wishes to engage an external party to promote and sell its products or services in a defined territory. It is particularly relevant for businesses expanding their market presence without establishing direct sales operations. The agreement must comply with Swiss Code of Obligations requirements for commercial agency contracts while addressing practical aspects such as commission structures, performance targets, and territory rights. This document type is commonly used across various industries and can be adapted for both domestic Swiss market operations and cross-border arrangements where Swiss law governs the relationship.

What sections should be included in a Sales Representative Agreement?

1. Parties: Identification of the principal company and the sales representative, including full legal names, addresses, and registration details

2. Background: Context of the agreement, nature of the principal's business, and purpose of engaging a sales representative

3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.

4. Appointment and Scope: Formal appointment of the representative, definition of territory, and products/services covered

5. Term: Duration of the agreement, including start date and any renewal provisions

6. Representative's Duties: Detailed obligations including sales targets, customer service, reporting, and compliance with principal's policies

7. Principal's Duties: Obligations to provide product information, support, training, and marketing materials

8. Commission Structure: Calculation method, payment terms, and conditions for commission eligibility

9. Intellectual Property: Usage rights for trademarks, trade names, and other IP during the agreement

10. Confidentiality: Protection of business secrets, customer data, and other confidential information

11. Termination: Grounds for termination, notice periods, and consequences of termination

12. Post-Termination Obligations: Return of materials, final commissions, and ongoing confidentiality obligations

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Sales Representative Agreement?

1. Exclusivity: Used when the representative is granted exclusive rights in the territory

2. Minimum Performance Requirements: Include when setting specific sales targets or KPIs

3. Training and Support: Detailed when extensive training or support is provided

4. Non-Compete: Used when restricting representative's ability to work with competitors

5. Insurance: Include when requiring specific insurance coverage

6. Data Protection: Detailed FADP compliance provisions when handling significant customer data

7. Sub-agents: Include when the representative may appoint sub-agents

8. Marketing and Advertising: Used when representative has specific marketing responsibilities

9. Product Returns and Complaints: Include for complex products or high-value items

What schedules should be included in a Sales Representative Agreement?

1. Schedule 1 - Territory Definition: Detailed description of geographical area or customer segments covered

2. Schedule 2 - Products and Services: Comprehensive list of products/services the representative is authorized to sell

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type

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

5. Schedule 5 - Reporting Templates: Standard forms for sales reports and customer information

6. Schedule 6 - Principal's Policies: Relevant company policies the representative must follow

7. Appendix A - Customer List: List of existing customers or protected accounts if applicable

8. Appendix B - Marketing Materials: Approved marketing materials and usage guidelines

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

Agreement Contract

Cost

Free to use
Relevant legal definitions







































Clauses









































Relevant Industries

Manufacturing

Consumer Goods

Industrial Equipment

Technology and Software

Pharmaceuticals

Medical Devices

Professional Services

Chemicals

Automotive

Construction Materials

Electronics

Fashion and Apparel

Food and Beverage

Telecommunications

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

Finance

Contract Administration

Executive Leadership

Channel Management

International Business

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Operations Manager

Channel Manager

Chief Commercial Officer

Regional Sales Manager

Account Executive

Sales Representative

Agency Manager

Compliance Officer

Chief Executive Officer

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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