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Intercompany Distribution Agreement Template for Switzerland

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Key Requirements PROMPT example:

Intercompany Distribution Agreement

"I need an Intercompany Distribution Agreement under Swiss law for our pharmaceutical subsidiary to distribute medical devices manufactured by our parent company in the DACH region, with specific focus on regulatory compliance and transfer pricing requirements, planned to take effect from March 2025."

Document background
The Intercompany Distribution Agreement is essential for multinational groups operating in Switzerland and managing internal distribution networks. It is particularly relevant when structuring the flow of goods or services between group entities, ensuring compliance with Swiss regulatory requirements and transfer pricing regulations. This document is typically used when a group company needs to formalize the distribution rights and responsibilities of another group entity, establishing clear commercial terms while maintaining group operational efficiency. The agreement needs to balance standard distribution terms with group-specific requirements, incorporating Swiss legal requirements particularly around competition law, the Swiss Code of Obligations, and intercompany transaction regulations.
Suggested Sections

1. Parties: Identification of the group companies entering into the agreement, including registration details and addresses

2. Background: Context of the distribution arrangement within the group structure and business objectives

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and group-specific terminology

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

5. Supply of Products: Terms governing the ordering, delivery, and acceptance of products

6. Prices and Payment: Pricing mechanism, payment terms, and transfer pricing compliance

7. Obligations of Supplier: Supplier's commitments regarding product supply, support, and training

8. Obligations of Distributor: Distributor's commitments regarding marketing, sales, and product handling

9. Intellectual Property: Rights and restrictions regarding use of group IP and branding

10. Compliance: Regulatory compliance requirements and group policies

11. Term and Termination: Duration of agreement and termination provisions

12. Consequences of Termination: Post-termination obligations and wind-down procedures

13. Limitation of Liability: Liability allocation between group companies

14. Confidentiality: Protection of group confidential information

15. General Provisions: Standard boilerplate clauses adapted for intercompany context

Optional Sections

1. Marketing and Promotion: Detailed marketing obligations and brand guidelines - include if distributor has significant marketing responsibilities

2. Quality Control: Quality assurance requirements - include for regulated products or sensitive markets

3. After-Sales Service: Service and support obligations - include for technical or complex products

4. Insurance: Insurance requirements - include if not covered by group insurance policies

5. Data Protection: Specific data handling requirements - include if significant personal data processing is involved

6. Anti-Corruption: Specific anti-corruption provisions - include for high-risk territories

7. Transfer Pricing Compliance: Detailed transfer pricing mechanisms - include for significant volume transactions

8. Group Policy Compliance: Specific group policy requirements - include if group has particular compliance needs

Suggested Schedules

1. Products: List of products covered by the distribution agreement

2. Territory: Detailed description of geographical territory and any restrictions

3. Prices: Price list and pricing calculation methodology

4. Service Levels: Performance metrics and service level requirements

5. Group Policies: Relevant group policies applicable to the distribution relationship

6. Brand Guidelines: Group branding and marketing guidelines

7. Technical Requirements: Product handling and technical specifications

8. Reporting Templates: Required reporting formats for sales and performance monitoring

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































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Relevant Industries

Manufacturing

Consumer Goods

Pharmaceuticals

Technology

Industrial Products

Automotive

Electronics

Food and Beverage

Chemicals

Medical Devices

Luxury Goods

Retail

Software

Relevant Teams

Legal

Commercial

Supply Chain

Finance

Tax

Compliance

Sales

Operations

Distribution

Business Development

Treasury

Risk Management

Corporate Governance

Internal Audit

Relevant Roles

Legal Counsel

Commercial Director

Supply Chain Manager

Chief Financial Officer

Tax Director

Compliance Officer

Sales Director

Operations Manager

Distribution Manager

General Counsel

Contract Manager

Business Development Manager

Group Commercial Manager

Transfer Pricing Manager

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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