Subdistribution Agreement Template for Switzerland

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Key Requirements PROMPT example:

Subdistribution Agreement

"I need a Swiss law Subdistribution Agreement for appointing an exclusive subdistributor in the canton of Geneva for our medical devices, with a minimum purchase commitment of 500,000 CHF annually and a term starting March 1, 2025."

What is a Subdistribution Agreement?

The Subdistribution Agreement is essential for businesses operating a multi-tier distribution model in Switzerland, where a main distributor extends their distribution network through appointed subdistributors. This document is particularly relevant when companies need to expand their market reach while maintaining control over their distribution chain. The agreement, governed by Swiss law, typically includes detailed provisions on territorial rights, pricing structures, minimum purchase requirements, and quality control measures. It's commonly used in various industries from consumer goods to industrial equipment, and must comply with Swiss competition law and commercial regulations. The document becomes necessary when a main distributor, having rights from a manufacturer, wishes to create a subordinate distribution tier while ensuring proper product representation and market coverage.

What sections should be included in a Subdistribution Agreement?

1. Parties: Identification of the main distributor and subdistributor, including full legal names and addresses

2. Background: Context of the agreement, including main distributor's authority to appoint subdistributors

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, and territorial restrictions

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

6. Subdistributor's Rights and Obligations: Core duties, sales targets, marketing requirements, and reporting obligations

7. Main Distributor's Rights and Obligations: Supply commitments, support, training, and marketing materials

8. Prices and Payment Terms: Pricing structure, payment conditions, and currency specifications

9. Ordering and Delivery: Order process, delivery terms, and acceptance procedures

10. Intellectual Property Rights: License to use trademarks, restrictions, and protection measures

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Liability: Product warranties, limitation of liability, and indemnification

13. General Provisions: Standard clauses including notices, amendment process, and entirety of agreement

14. Governing Law and Jurisdiction: Swiss law application and jurisdiction for dispute resolution

What sections are optional to include in a Subdistribution Agreement?

1. Minimum Purchase Requirements: Include when specific purchase quotas are required

2. Marketing and Promotion: Include detailed marketing obligations when significant promotional activities are expected

3. Training Requirements: Include when product complexity requires specific training programs

4. After-Sales Service: Include when technical support or maintenance services are part of the distribution

5. Non-Compete Obligations: Include when restricting subdistributor from competing activities

6. Data Protection: Include when personal data processing is involved

7. Insurance Requirements: Include when specific insurance coverage is mandatory

8. Bank Guarantee: Include when financial security is required from the subdistributor

What schedules should be included in a Subdistribution Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of the authorized territory

3. Schedule 3 - Prices and Discount Structure: Price lists and applicable discount schemes

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics

5. Schedule 5 - Technical Requirements: Technical specifications and compliance requirements

6. Schedule 6 - Reporting Templates: Standard forms for regular reporting

7. Appendix A - Trademark Usage Guidelines: Rules for using main distributor's trademarks

8. Appendix B - Service Level Agreement: Details of support and service standards

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Consumer Goods

Electronics and Technology

Pharmaceuticals and Healthcare

Industrial Equipment

Luxury Goods

Automotive

Food and Beverages

Software and IT

Telecommunications

Medical Devices

Fashion and Accessories

Construction Materials

Relevant Teams

Legal

Sales

Commercial

Business Development

Supply Chain

Operations

Compliance

Contract Management

Distribution

Partner Management

Relevant Roles

Commercial Director

Sales Manager

Distribution Manager

Legal Counsel

Business Development Manager

Channel Manager

Supply Chain Manager

Operations Director

Compliance Officer

Contract Manager

Regional Sales Director

Partner Manager

Chief Commercial Officer

General Counsel

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