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Overagreement Template for Switzerland

A Swiss law-governed framework agreement that establishes the overarching terms and conditions for future business relationships and transactions between parties. This comprehensive document sets out the general principles, processes, and terms that will govern subsequent agreements or purchase orders, while ensuring compliance with Swiss commercial law and regulations. It provides flexibility for specific details to be agreed in future implementing agreements while maintaining a consistent legal and commercial framework.

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What is a Overagreement?

The Overagreement serves as a master agreement under Swiss law, designed to streamline ongoing business relationships by establishing a comprehensive framework for future transactions. It is particularly useful for companies engaging in regular, repeated business dealings where individual transactions or services will be governed by the same overarching terms. This document includes key provisions on ordering processes, general terms and conditions, pricing principles, risk allocation, and governance structures, all while ensuring compliance with Swiss legal requirements. The framework nature of the agreement allows parties to execute subsequent agreements or purchase orders efficiently without renegotiating basic terms for each transaction.

What sections should be included in a Overagreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Defined terms used throughout the agreement

4. Scope and Purpose: Overall scope of the framework agreement and its intended purpose

5. Structure and Hierarchy: Relationship between this agreement and subsequent agreements/orders

6. Term and Termination: Duration of the framework and termination provisions

7. Ordering Process: Process for placing and accepting orders under the framework

8. General Terms: Standard terms applying to all transactions under the framework

9. Pricing and Payment: General pricing principles and payment terms

10. Confidentiality: Protection of confidential information exchanged

11. Intellectual Property: IP ownership and usage rights

12. Liability and Indemnification: Allocation of risks and liability limitations

13. Force Majeure: Handling of events beyond parties' reasonable control

14. Governing Law and Jurisdiction: Application of Swiss law and dispute resolution

15. General Provisions: Miscellaneous legal provisions including notices, amendments, etc.

What sections are optional to include in a Overagreement?

1. Exclusivity: Used when parties agree to exclusive dealing arrangements

2. Minimum Purchase Commitments: Include when there are guaranteed purchase volumes

3. Quality Standards: For agreements involving product or service quality requirements

4. Compliance Requirements: When specific regulatory or industry compliance is needed

5. Data Protection: When personal data processing is involved

6. Insurance: When specific insurance coverage is required

7. Parent Company Guarantee: When additional financial security is needed

8. Change Control: For frameworks requiring formal change management

9. Service Levels: When service performance metrics are relevant

10. Audit Rights: When compliance or performance auditing is required

What schedules should be included in a Overagreement?

1. Schedule 1 - Standard Terms and Conditions: Detailed terms applying to all transactions

2. Schedule 2 - Pricing Schedule: Detailed pricing structure and mechanisms

3. Schedule 3 - Service/Product Specifications: Technical or service specifications

4. Schedule 4 - Order Form Template: Standard format for placing orders

5. Schedule 5 - Key Personnel: List of key contacts and responsibilities

6. Schedule 6 - Service Levels and KPIs: Detailed performance metrics if applicable

7. Schedule 7 - Governance Procedures: Detailed management and escalation procedures

8. Schedule 8 - Compliance Requirements: Detailed regulatory or industry requirements

9. Appendix A - Data Processing Agreement: If personal data processing is involved

10. Appendix B - Security Requirements: IT or physical security requirements if relevant

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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