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Joint Purchase Agreement Template for Switzerland

A Joint Purchase Agreement governed by Swiss law is a comprehensive legal document that establishes the terms and conditions under which multiple parties jointly acquire ownership of specific assets or properties. The agreement operates within the framework of Swiss contract law, particularly the Swiss Code of Obligations (OR/CO), and addresses crucial aspects such as ownership shares, management rights, decision-making processes, and financial obligations. It includes detailed provisions for governance structure, risk allocation, and exit mechanisms, while ensuring compliance with Swiss legal requirements regarding joint ownership and commercial transactions.

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What is a Joint Purchase Agreement?

The Joint Purchase Agreement is essential when two or more parties wish to jointly acquire and own assets or properties under Swiss law. This document is commonly used in various scenarios, from real estate acquisitions to equipment purchases, where sharing costs and risks among multiple buyers is advantageous. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and Civil Code, and typically includes detailed provisions on ownership structure, management rights, decision-making processes, and exit strategies. It's particularly valuable for high-value acquisitions where parties want to pool resources while maintaining clear legal rights and responsibilities. The Joint Purchase Agreement should address all aspects of the joint ownership arrangement, from initial purchase to ongoing management and potential future sale or transfer of interests.

What sections should be included in a Joint Purchase Agreement?

1. Parties: Identification of all parties involved in the joint purchase, including multiple buyers and the seller(s)

2. Background: Context of the joint purchase arrangement and the purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase Object: Detailed description of the asset(s) or goods being purchased jointly

5. Purchase Price and Payment Terms: Total purchase price, individual contributions from each buyer, and payment schedule

6. Ownership Structure: Definition of ownership shares and rights between joint purchasers

7. Management and Decision Making: Governance structure for joint decisions regarding the purchased asset

8. Rights and Obligations: Specific rights and obligations of each party in relation to the joint purchase

9. Costs and Expenses: Allocation of costs related to the purchase and ongoing maintenance

10. Transfer Restrictions: Limitations on transferring ownership interests to third parties

11. Default and Remedies: Consequences of default by any party and available remedies

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Joint Purchase Agreement?

1. Pre-emptive Rights: Rights of first refusal for existing parties when one party wishes to sell their share

2. Asset Management: Specific provisions for managing the purchased asset, relevant for complex assets requiring active management

3. Exit Mechanisms: Detailed procedures for parties wishing to exit the joint purchase arrangement

4. Tax Provisions: Specific tax-related provisions, particularly relevant for high-value purchases or cross-border transactions

5. Insurance Requirements: Specific insurance obligations, particularly relevant for valuable physical assets

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for ongoing joint purchase arrangements

7. Confidentiality: Provisions for maintaining confidentiality, particularly relevant for commercial joint purchases

What schedules should be included in a Joint Purchase Agreement?

1. Schedule 1 - Purchase Object Details: Detailed technical specifications or description of the purchase object

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment obligations and timing

3. Schedule 3 - Ownership Percentages: Detailed breakdown of ownership shares between joint purchasers

4. Schedule 4 - Management Procedures: Detailed procedures for joint management and decision-making

5. Schedule 5 - Due Diligence Results: Summary of any due diligence findings and identified risks

6. Appendix A - Required Notices and Forms: Standard forms for notices, transfer requests, or other formal communications

7. Appendix B - Power of Attorney: If required, forms for delegating authority in management decisions

Authors

Alex Denne

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

Jurisdiction

Switzerland

Document Type

Ownership Agreement

Cost

Free to use

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