Agency Agreement in Switzerland: Template, Key Clauses and Local Law (2026)

What a Swiss agency agreement is A commercial agency agreement (Agenturvertrag) is a contract where one party, the agent, agrees on a lasting basis to broker deals or conclude them in the name of another party, the principal, in return for payment. The agent runs an independent business and is not an employee. This is the feature that separates a true agency from employment or a simple one-off brokerage. Switzerland is not in the European Union, so the EU Commercial Agents Directive does not apply directly. Instead, the relationship is governed by Swiss domestic law, which gives the agent some protections that look similar to the EU regime but are set out in their own statute. ## The law that governs it Agency contracts are regulated by the Swiss Code of Obligations (Obligationenrecht, OR, or Code des obligations), articles 418a to 418v. These rules sit on top of the general contract and mandate provisions of the same Code. Parties are free to set most commercial terms themselves, but a few protections for the agent cannot be signed away in advance. Because the Code of Obligations applies across Switzerland, there is one national framework rather than cantonal variation for this type of contract. ## Key clauses to include ### Appointment and territory

State the products or services, the territory, and whether the appointment is exclusive or non-exclusive. If the agent is exclusive for an area, say so clearly, because it changes commission rights. ### Scope of authority Say whether the agent only brokers deals or may also conclude contracts in the principal's name. Under the Code, an agent may bind the principal only where that authority is actually granted. ### Commission Set the rate, the deals that earn commission, when the commission is earned and paid, and how it is calculated for the exclusive territory. Address whether any del credere (liability for the customer paying) is agreed and separately paid. ### Duties of each side The agent must look after the principal's interests, follow reasonable instructions and report. The principal must provide documentation, product information and the support the agent needs to work. ### Term, notice and termination Set the term, renewal and notice periods, and the grounds for termination for good cause. ### Post-termination restraints Swiss law does not impose a post-contract non-compete by default. The parties may agree one, but it must be in writing to be valid. ## The goodwill indemnity (article 418u) The most important protection is the clientele indemnity (Kundschaftsentschaedigung or indemnite de clientele) under article 418u. If the agent has materially expanded the principal's customer base, and the principal or its successor continues to benefit substantially from those relationships after the contract ends, the agent has a right to adequate compensation. The right cannot be waived in advance. Two limits matter. The indemnity cannot exceed one year of the agent's net annual earnings, averaged over the last five years. And no claim arises if the agent is responsible for the reason the contract ended. The Swiss Federal Supreme Court has also held (in BGE 134 III 497) that article 418u can apply by analogy to some exclusive distribution arrangements, not only to classic agents. ## Common mistakes - Treating an agent as if the EU Directive applied. It does not; cite the Code of Obligations instead.

• Trying to waive the article 418u indemnity in the contract. Advance waivers do not hold.
• Leaving the non-compete oral. It must be written.
• Being vague on when commission is earned, which causes most agency disputes. ## Draft and manage it in one workspace A Swiss agency agreement is a living document: territory, commission and renewal dates all need tracking long after signature. Adira is an AI legal workspace where a team can draft a contract from a structured catalogue, see each clause marked favourable or unfavourable to its side, edit in plain language, and track renewal and notice dates in one place. Support for non-India jurisdictions such as Switzerland is on the roadmap, so verify local depth before relying on it. You can see the approach at Adira. This article is general information, not legal advice. Confirm the current statute text and any case law with a qualified Swiss lawyer before you sign.