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Sub Agency Agreement Template for Switzerland

A Sub Agency Agreement under Swiss law is a legally binding contract where a primary agent delegates certain rights, responsibilities, and authorities to a sub-agent. The agreement is governed by the Swiss Code of Obligations and must comply with Swiss agency law principles. It establishes the scope of delegated authority, duties, compensation structure, and operational framework for the sub-agent while maintaining the principal agent's oversight and control. The document includes detailed provisions for reporting, compliance, territory restrictions, and termination conditions, ensuring alignment with Swiss legal requirements and commercial practices.

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What is a Sub Agency Agreement?

The Sub Agency Agreement is utilized when a primary agent wishes to delegate certain agency powers and responsibilities to another party (sub-agent) under Swiss law. This arrangement is common in various commercial contexts where the primary agent needs to expand operations, reach new markets, or distribute responsibilities while maintaining control over the agency relationship. The document details the precise scope of delegated authority, territorial limitations, compensation arrangements, and compliance requirements. It must conform to Swiss legal requirements, particularly the Swiss Code of Obligations' provisions on agency relationships (Articles 394-406). The agreement is essential for establishing clear lines of authority, responsibility, and accountability between the principal agent and sub-agent while preserving the integrity of the original agency relationship with the principal.

What sections should be included in a Sub Agency Agreement?

1. Parties: Identification of the principal agent (as appointer) and the sub-agent, including full legal names and addresses

2. Background: Context of the agreement, including reference to the main agency agreement and basis for sub-agency appointment

3. Definitions: Key terms used throughout the agreement, including definition of Services, Territory, and any industry-specific terminology

4. Appointment and Scope: Terms of sub-agent appointment, scope of authority, and territorial limitations

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

6. Sub-Agent's Obligations: Detailed responsibilities, performance standards, reporting requirements, and compliance obligations

7. Principal Agent's Obligations: Support, information, and resources to be provided to the sub-agent

8. Remuneration: Commission structure, payment terms, expenses, and calculation methods

9. Reporting and Accounting: Requirements for financial reporting, record-keeping, and accounting procedures

10. Compliance with Laws: Obligations to comply with applicable laws, regulations, and industry standards

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

13. Termination: Grounds for termination, notice requirements, and consequences of termination

14. Post-Termination: Obligations and rights after termination, including handover of materials and clients

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

What sections are optional to include in a Sub Agency Agreement?

1. Intellectual Property Rights: Required when the sub-agent will be using or creating intellectual property

2. Data Protection: Necessary when personal data processing is involved in the agency services

3. Insurance: Required when specific insurance coverage needs to be maintained by the sub-agent

4. Bank Guarantee/Security: Used when financial security is required from the sub-agent

5. Training and Support: Relevant when specific training or ongoing support will be provided

6. Marketing and Branding: Required when the sub-agent will be involved in marketing activities or brand representation

7. Dispute Resolution: Optional alternative dispute resolution procedures beyond standard court jurisdiction

8. Force Majeure: Specific provisions for handling unforeseen circumstances and their impact on obligations

9. Language: Required for international agreements specifying the prevailing language version

What schedules should be included in a Sub Agency Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided by the sub-agent

2. Schedule 2 - Territory: Detailed definition of geographical area or market segment covered

3. Schedule 3 - Commission Structure: Detailed breakdown of commission rates, calculations, and examples

4. Schedule 4 - Reporting Templates: Standard forms and formats for required reports

5. Schedule 5 - Key Performance Indicators: Specific performance metrics and targets

6. Schedule 6 - Compliance Requirements: Detailed compliance procedures and requirements

7. Appendix A - Main Agency Agreement Extract: Relevant excerpts from the main agency agreement affecting the sub-agent

8. Appendix B - Product/Service Information: Details of products or services covered by the agreement

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

Agency Agreement

Cost

Free to use

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