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The Partnership Framework Agreement is designed for situations where parties intend to establish a long-term collaborative relationship under Swiss law. It serves as a master agreement that outlines the fundamental aspects of the partnership while allowing flexibility for specific projects or activities to be agreed upon separately. This document is particularly useful for complex business relationships requiring a structured approach to collaboration, risk sharing, and joint decision-making. The agreement incorporates key provisions of Swiss partnership law, specifically addressing requirements under the Swiss Code of Obligations while providing a foundation for ongoing cooperation. It includes essential elements such as governance structures, financial arrangements, intellectual property rights, and risk allocation, making it suitable for both domestic and international partnerships where Swiss law is chosen as the governing law.

1. Parties: Identification and details of all partnership parties

2. Background: Context of the partnership and purpose of the framework agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Partnership Structure and Scope: Legal form of partnership, geographical scope, and general nature of activities covered

5. Term and Renewal: Duration of the framework agreement and renewal provisions

6. Partnership Principles: Core principles governing the partnership relationship including good faith, transparency, and collaboration

7. Contributions and Capital: Initial and ongoing contributions of partners, including capital, assets, or services

8. Profit and Loss Sharing: Mechanisms for sharing profits and losses between partners

9. Management and Decision Making: Governance structure, voting rights, and decision-making processes

10. Partner Rights and Obligations: Core rights and responsibilities of each partner

11. Financial Matters: Financial management, accounting principles, and reporting requirements

12. Intellectual Property: Ownership and usage rights of IP brought into or created during the partnership

13. Confidentiality: Protection and handling of confidential information

14. Liability and Indemnification: Allocation of risks and responsibilities between partners

15. Termination: Grounds and process for termination of the agreement

16. Post-Termination Obligations: Partners' obligations and rights after termination

17. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability