This Independent Contractor Subcontractor Agreement is designed for use in Switzerland when a primary contractor needs to engage a subcontractor to perform specific services while maintaining their independent status. The document is essential for businesses that need to delegate work to third-party contractors while ensuring compliance with Swiss legal requirements, including the Swiss Code of Obligations and relevant social security regulations. It provides comprehensive coverage of key aspects such as service scope, payment terms, intellectual property rights, confidentiality, and liability allocation. The agreement is particularly valuable for projects requiring specialized expertise or additional resource capacity, while maintaining clear boundaries between employment and independent contractor relationships under Swiss law. It includes specific provisions to prevent misclassification risks and ensures proper documentation of the business relationship.
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1. Parties: Identification of the contractor and subcontractor, including full legal names, addresses, and registration details
2. Background: Context of the agreement and confirmation of the subcontractor's independent status
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the subcontractor
5. Term and Termination: Duration of the agreement and conditions for termination
6. Payment Terms: Fees, invoicing procedures, payment schedule, and expenses
7. Independent Contractor Status: Clear statement of independent contractor relationship and its implications
8. Obligations of the Subcontractor: Key responsibilities, delivery requirements, and quality standards
9. Obligations of the Contractor: Support, information, and resources to be provided by the contractor
10. Intellectual Property Rights: Ownership and transfer of IP created during the service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Insurance: Required insurance coverage and minimum limits
14. Data Protection: Compliance with Swiss data protection laws and data handling procedures
15. Governing Law and Jurisdiction: Confirmation of Swiss law application and dispute resolution procedures
1. Non-Competition: Restrictions on competitive activities, if applicable to the industry and relationship
2. Equipment and Resources: Provisions regarding tools and resources when specific equipment is required
3. Force Majeure: Provisions for unforeseeable circumstances preventing performance
4. Compliance with Specific Regulations: When the services involve regulated industries or specific compliance requirements
5. Assignment and Subcontracting: Rights to assign or further subcontract, if relevant to the business model
6. Key Personnel: When specific individuals are crucial to service delivery
7. Service Levels: Detailed performance metrics when quantifiable standards are required
8. Training Requirements: When specific qualifications or ongoing training is necessary
1. Schedule 1 - Scope of Services: Detailed specification of services, deliverables, and technical requirements
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Performance metrics, quality standards, and measurement criteria
4. Schedule 4 - Insurance Requirements: Specific insurance types and coverage amounts required
5. Appendix A - Data Processing Agreement: Detailed data protection and processing requirements if personal data is involved
6. Appendix B - Compliance Requirements: Industry-specific compliance requirements and certifications
7. Appendix C - Required Forms and Templates: Standard forms for invoicing, reporting, and other regular communications
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