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Business Consulting Services Agreement Template for Switzerland

A comprehensive agreement governed by Swiss law that establishes the terms and conditions for the provision of professional consulting services. The document defines the relationship between a consultant or consulting firm and their client, outlining service scope, deliverables, payment terms, intellectual property rights, and confidentiality obligations. It incorporates specific provisions required under Swiss law, particularly the Swiss Code of Obligations (OR) regarding mandate agreements, while addressing data protection requirements under Swiss federal law. The agreement provides a robust framework for managing consulting engagements while ensuring compliance with Swiss regulatory requirements.

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What is a Business Consulting Services Agreement?

The Business Consulting Services Agreement is essential for organizations engaging external consultants in Switzerland. It serves as the primary contractual framework for consulting relationships, whether with individual consultants or consulting firms. The agreement is structured to comply with Swiss law, particularly the provisions of the Swiss Code of Obligations regarding mandate contracts (Articles 394-406 OR) and data protection regulations. It is commonly used when businesses need specialized expertise, strategic advice, or project-specific support. The document covers crucial aspects including service scope, fees, intellectual property, confidentiality, and liability, while incorporating Swiss-specific legal requirements. It's designed to protect both parties' interests while ensuring clarity in their professional relationship.

What sections should be included in a Business Consulting Services Agreement?

1. Parties: Identification of the consultant and the client, including full legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the parties' intention to enter into a consulting relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of consulting services to be provided

5. Term and Commencement: Duration of the agreement and start date

6. Consultant's Obligations: Key responsibilities and duties of the consultant, including quality standards and delivery requirements

7. Client's Obligations: Client's responsibilities, including provision of information and cooperation

8. Fees and Payment Terms: Consulting fees, payment schedule, expenses, and invoicing procedures

9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created intellectual property

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with Swiss data protection laws and data handling procedures

12. Liability and Indemnification: Extent of consultant's liability and any indemnification obligations

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

14. Force Majeure: Provisions for unforeseeable circumstances preventing performance

15. Notices: Method and addresses for formal communications between parties

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

What sections are optional to include in a Business Consulting Services Agreement?

1. Non-Competition: Restrictions on consultant's competitive activities, used when consultant may gain competitive advantage through the engagement

2. Insurance: Requirements for professional liability insurance, used for high-risk or high-value consulting services

3. Assignment and Subcontracting: Rights to transfer obligations or use subcontractors, included when relevant to the service delivery model

4. Service Levels: Specific performance metrics and standards, used for complex or ongoing consulting arrangements

5. Compliance with Laws: Specific regulatory compliance obligations, included for regulated industries or specific compliance requirements

6. Staff and Resources: Requirements for specific personnel or resources, used when particular expertise or team members are crucial

7. Audit Rights: Client's rights to audit consultant's work, included for regulated industries or complex engagements

8. Warranties: Specific guarantees about service quality or outcomes, used for specialized consulting services

What schedules should be included in a Business Consulting Services Agreement?

1. Schedule 1 - Services Description: Detailed specification of consulting services, deliverables, and timelines

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Key Personnel: List of key consultant personnel assigned to the project

4. Schedule 4 - Service Levels: Detailed performance metrics and measurement criteria

5. Schedule 5 - Client Materials: List of materials, information, and resources to be provided by the client

6. Appendix A - Confidentiality Agreement: Detailed confidentiality terms and procedures

7. Appendix B - Data Processing Agreement: Specific terms for handling personal data in compliance with Swiss law

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Ƶ

Cost

Free to use

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