Free legal templates.
Free, editable Word templates for the documents Swiss businesses need most, each with guidance on what every clause does. The template is the starting point; adapting it to your situation is where a lawyer earns their keep.
Articles of association of [Company] AG
[Note: This template contains lean articles of association for a closely held Swiss company limited by shares (AG). Complete or delete the text in square brackets and delete every note like this one before the document goes to the notary. Articles of association take effect through the public deed, not through private signature.]
I. Company name, registered office, purpose and duration
Art. 1 Company name and registered office
Under the company name [Company] AG, a company limited by shares exists pursuant to Art. 620 ff. CO with its registered office in [municipality, canton].
Art. 2 Purpose
2.1 The purpose of the company is [describe the field of activity, e.g. “the development, distribution and operation of software and the provision of related services”].
2.2 The company may establish branches and subsidiaries, participate in other enterprises, acquire, hold and sell real estate and intellectual property rights, and carry out all transactions apt to promote its purpose.
Art. 3 Duration
The duration of the company is unlimited.
II. Share capital and shares
Art. 4 Share capital
The share capital amounts to CHF [amount] and is divided into [number] registered shares with a nominal value of CHF [amount] each. The share capital is fully paid up.
[Note: The law fixes a minimum share capital (Art. 621 CO) and a minimum contribution that must be paid in on incorporation (Art. 632 CO). Check the amount, the number of shares and the paid-up portion against these provisions with your notary before the deed.]
Art. 5 Form of the shares and share register
5.1 The shares are issued as uncertificated securities. A shareholder has no right to the printing and delivery of share certificates.
5.2 The company keeps a share register in which the owners and usufructuaries of the shares are entered with name and address. In relation to the company, only those entered in the share register are recognised as shareholders or usufructuaries.
Art. 6 Transfer restriction
[Note: This article is optional. Without it, the registered shares are freely transferable. For a closely held company it is usually the most important optional article; delete it only deliberately.]
6.1 The transfer of registered shares, whether by assignment or otherwise, requires the approval of the board of directors.
6.2 The board of directors may refuse approval for good cause. Good cause is in particular [ground linked to the company’s purpose or economic independence, e.g. “the preservation of a circle of shareholders active in the company”]. The board may also refuse approval by offering to the transferor to acquire the shares for the account of the company, of other shareholders or of third parties at their real value at the time of the request.
III. General meeting
Art. 7 Powers
The general meeting is the supreme body of the company. It has the inalienable powers assigned to it by Art. 698 CO, in particular the adoption and amendment of the articles of association, the election of the board of directors and of the auditor, the approval of the annual accounts, the resolution on the allocation of the disposable profit, and the discharge of the members of the board of directors.
Art. 8 Convocation
8.1 The general meeting is convened by the board of directors, where necessary by the auditor, no later than [20] days before the day of the meeting. The convocation is made in writing or electronically to the addresses entered in the share register and states the agenda items and the motions.
8.2 The owners or representatives of all shares may, if no objection is raised, hold a general meeting without observing the rules on convocation (universal meeting).
8.3 Resolutions of the general meeting may also be passed in writing or electronically, unless a shareholder requests oral deliberation.
Art. 9 Chair and minutes
The chair of the board of directors chairs the general meeting; if the chair is prevented, another member of the board of directors or a chair of the day elected by the general meeting presides. The person chairing designates the keeper of the minutes. Minutes are kept of the proceedings.
Art. 10 Voting rights and resolutions
10.1 Each share confers one vote. A shareholder may be represented at the general meeting by a person authorised in writing.
10.2 The general meeting passes its resolutions and carries out its elections with a majority of the votes cast, unless the law or these articles of association provide otherwise. The resolutions listed in Art. 704 CO require the qualified majority provided for there.
IV. Board of directors
Art. 11 Election and term of office
The board of directors consists of one or more members. The members are elected by the general meeting for a term of office of [one] year; re-election is possible.
Art. 12 Organisation
12.1 The board of directors constitutes itself. It designates its chair and the keeper of its minutes, who need not be a member.
12.2 It may set out its organisation and the management of the business in organisational regulations.
12.3 Resolutions of the board of directors may also be passed in writing or electronically, unless a member requests oral deliberation.
Art. 13 Duties
The board of directors has the overall management of the company and the non-transferable and inalienable duties assigned to it by Art. 716a CO. In all other respects, it may delegate the management of the business in whole or in part to individual members or to third parties in accordance with organisational regulations.
Art. 14 Representation
The board of directors designates the persons authorised to represent the company and determines the manner of their signature. [Standard: The members of the board of directors sign collectively by two. / Alternative: The members of the board of directors have individual signing authority.]
V. Auditor
Art. 15 Auditor
15.1 The general meeting elects an auditor for a term of office of [one] year.
15.2 The auditor examines the annual accounts in accordance with the statutory provisions and reports to the general meeting.
[Note: Companies without a public dimension that stay below the size thresholds of Art. 727 CO undergo a limited audit; under the conditions of Art. 727a CO (consent of all shareholders and a small workforce), they can waive the limited audit entirely (opting out). If the company opts out, record it with the commercial register and adapt or delete this article.]
VI. Financial year and allocation of profit
Art. 16 Financial year
The financial year is determined by the board of directors. [Standard: It ends on 31 December of each year.]
Art. 17 Allocation of profit
The general meeting resolves on the allocation of the disposable profit within the limits of the statutory provisions on reserves.
VII. Communications, publication organ and dissolution
Art. 18 Communications and publication organ
18.1 The publication organ of the company is the Swiss Official Gazette of Commerce (SOGC).
18.2 Communications of the company to the shareholders are made in writing or electronically to the addresses entered in the share register.
Art. 19 Dissolution and liquidation
The general meeting may resolve the dissolution of the company in accordance with the law and these articles of association. The liquidation is carried out by the board of directors in accordance with the statutory provisions, unless the general meeting entrusts it to other persons.
[Note: Articles of association take effect through the public deed of incorporation, and every later amendment again requires a public deed. Take this draft to the notary; the filing with the commercial register follows the notarial deed.]
Place, date: […]
[Founder / chair of the general meeting]: ______________________
Articles of association (AG/SA)Free · DOCX · 5 KB→Minutes of the meeting of the board of directors
[Note: This template covers the minutes of a board meeting of a Swiss company limited by shares, with a circular resolution as an annex. Minutes record resolutions and dissents recorded on request, not a transcript of the discussion. Complete or delete the text in square brackets and delete every note like this one before signing.]
[Company] AG, [seat]
Meeting no. [number] of [date], [start time] to [end time]
Place: [address / by video conference / partly by video conference]
Attendance
Present: [names; indicate who attends by video]
Excused: [names]
Guests: [name, function, for item [number]]
Chair: [name]
Minutes: [name] (secretary)
Constitution
The chair opens the meeting at [time] and notes that the meeting was convened in accordance with the articles of association and the organisational regulations, that the invitation and the board pack of [date] were sent to all members in good time, and that the board constitutes a quorum. No member objects to the agenda.
[Note: The CO sets no quorum for board meetings; the articles of association and the organisational regulations do. Check both and adapt this finding. Delete this note.]
1. Approval of the minutes of the last meeting
The minutes of the meeting of [date] are approved without amendment [or: approved with the following amendment: [amendment]] and are signed.
2. Financial situation
2.1 [Name, function] reports on the financial situation on the basis of [the management accounts / the interim financial statements] as at [date], circulated with the board pack. Discussed in particular: [liquidity and a rolling cash view, deviations from budget, order intake].
2.2 The board takes note of the report. [If measures are resolved, record them as a resolution following the pattern of item 3.]
[Note: Keep this item on every agenda as a standing item. Monitoring solvency is part of the board’s financial responsibility, and the framework of Art. 725 ff. CO obliges the board to act in stages where there is imminent insolvency, a capital loss or overindebtedness. If the report shows warning signs, record what the board examined, what it decided and by when it will reassess the situation. Delete this note.]
3. [Agenda item, e.g. approval of the [transaction / budget]]
3.1 Background: [in two or three sentences: what is proposed, which documents were before the board (report of [date], prepared by [name / adviser]), and which alternatives were discussed].
3.2 Motion: [exact wording of the motion voted on].
3.3 Resolution: The motion is adopted with [number] votes in favour and [number] against, with [number] abstentions. [At their request, the dissenting vote of [name] is recorded. / [Name] declares a conflict of interest, leaves the meeting for the deliberation and abstains.]
[Note: Record the resolution and the essentials of its basis, not the debate. A dissent recorded by name is the cheapest protection a director can obtain: liability is assessed individually, and the minute is usually the only contemporaneous evidence. Delete this note.]
4. [Further agenda items]
[Repeat the pattern of item 3 for each further item: background in brief, motion, resolution with the vote count and any dissent recorded on request.]
5. Next meeting and close
5.1 The next meeting takes place on [date] at [time], [place / by video conference].
5.2 The chair closes the meeting at [time].
[Note: Art. 713 CO requires minutes of the board’s deliberations and resolutions, signed by the chair and by the keeper of the minutes. Draft promptly, keep a single version, have it approved at the next meeting and sign it; competing drafts in inboxes are a risk of their own. Delete this note.]
Signatures
The chair: ______________________
The secretary: ______________________
Annex: Circular resolution of the board of directors
[Company] AG, [seat]
Circular resolution of [date], based on Art. 713 CO and [the articles of association / the organisational regulations].
Motion: [exact wording of the proposed resolution].
Basis: [documents sent to all members on [date], e.g. the summary memorandum of [name / adviser]].
The motion is submitted to all members of the board in writing. It is adopted if [all members / the majority required by the organisational regulations] approve it in writing by [date] and no member requests oral deliberation. If a member requests oral deliberation, this circular resolution lapses and the motion is placed on the agenda of a meeting.
Each member returns a signed and dated copy to the secretary. The result is recorded in the minutes of the next meeting [or: in a separate minute of the resolution].
[Note: A circular resolution is valid but fragile: any member can force a meeting simply by asking for deliberation. Use it for genuinely uncontroversial business and set a clear response deadline; for anything contested, convene a meeting. Delete this note.]
[Member 1]: approves / rejects / abstains. Place, date: […] Signature: ______________________
[Member 2]: approves / rejects / abstains. Place, date: […] Signature: ______________________
[Member 3]: approves / rejects / abstains. Place, date: […] Signature: ______________________
Board minutes (with circular resolution annex)Free · DOCX · 4 KB→Lease agreement for business premises
[Note: This template is a lease for business premises under Swiss law (offices, retail, workshop or storage). It is not suitable for residential leases. Complete or delete the text in square brackets, choose between the variants offered, and delete every note like this one before signing.]
Parties
[Landlord], [address] (the “Landlord”)
and
[Tenant], [address] (the “Tenant”)
1. Premises
1.1 The Landlord lets to the Tenant the following premises at [street, number, postal code, town]: [description, e.g. “office space on the [2nd] floor” or “retail space on the ground floor”], with a surface of approximately [number] m², together with [number] parking spaces [and the following ancillary rooms: [cellar, archive, storage]].
1.2 The premises are let in their condition at handover, as recorded in the handover report under clause 6.
1.3 The premises may be used exclusively as [permitted use, e.g. “offices for the Tenant’s consulting business”]. Any change of use requires the Landlord’s prior written consent. The Tenant obtains and maintains at its own cost the official permits its business requires.
2. Term and termination
2.1 The lease begins on [date].
2.2 [Variant A, fixed term: The lease is concluded for a fixed term of [number] years and ends on [date] without notice being required.] [Optional renewal option: The Tenant may extend the lease [once / twice] by [number] years each time, by written notice reaching the Landlord no later than [number] months before the end of the current term.]
2.3 [Variant B, indefinite term: The lease is concluded for an indefinite term. Either party may terminate it in writing with [number] months’ notice to [the end of a calendar quarter / a date customary in the locality].]
[Note: Keep one variant and delete the other. If you combine a fixed term with automatic renewal (“the lease is extended by a further period unless terminated”), the date by which the renewal must be blocked is easy to miss: diarise it well in advance.]
3. Rent and ancillary costs
3.1 The monthly rent is CHF [amount], excluding ancillary costs. [Optional: The rent is subject to VAT at the statutory rate, the Landlord having opted for taxation.]
3.2 The Tenant pays monthly advances of CHF [amount] on account of the following ancillary costs, which are settled in an annual statement: [heating, hot water, electricity for common areas, caretaker, water and sewage charges]. Only the costs listed in this clause are charged separately; all other costs are included in the rent.
3.3 Rent and advances are payable monthly in advance, by the [first] day of each month, to [account].
4. Rent adjustment
[Optional: The rent is linked to the Swiss consumer price index (base: [month, year]). Either party may request in writing that the rent be adjusted in proportion to the change in the index; the adjusted rent applies from the [next payment date following the notification].]
[Note: An indexed rent is valid only if the lease is concluded for at least the minimum term the law requires for indexation and the adjustment follows the Swiss consumer price index. If your lease is shorter, delete this clause: rent increases then follow the ordinary statutory regime and must be notified on the official cantonal form.]
5. Security
5.1 The Tenant provides security of CHF [amount, e.g. equal to [number] monthly rents] in the form of [a deposit in a blocked account in the Tenant’s name with [bank] / an abstract bank guarantee issued by [bank]].
5.2 The security is released once the premises have been returned and no claims of the Landlord under this lease remain outstanding.
6. Handover and condition report
6.1 The premises are handed over on [date]. The parties record the condition of the premises in a joint report with photographs, signed by both parties; the report forms an integral part of this agreement.
6.2 The Tenant notifies the Landlord in writing without delay of defects that were not apparent at handover.
7. Maintenance and repairs
7.1 The Tenant carries out at its own cost the cleaning and the minor repairs of ordinary upkeep [optional: up to CHF [amount] per item], in particular to fittings it uses exclusively.
7.2 The Landlord maintains the premises in the condition required for the agreed use and carries out all other repairs, in particular to the structure, roof, facade and building installations. The Tenant notifies the Landlord in writing without delay of any defect it does not have to remedy itself.
8. Tenant fit-out and alterations
8.1 Alterations and installations by the Tenant require the Landlord’s prior written consent.
8.2 When granting consent, the parties record in writing whether the installation must be removed at the end of the lease, may remain without compensation, or will remain against compensation of [its residual value at the end of the lease / CHF [amount]]. In the absence of such a record, the Tenant restores the premises at its own cost to their condition at handover, normal wear and tear excepted.
9. Subletting and transfer of the lease
9.1 Subletting all or part of the premises requires the Landlord’s prior written consent; the Landlord may withhold consent only on the grounds provided by law.
9.2 If the Tenant transfers its business, it may transfer the lease to the acquirer with the Landlord’s written consent. The Landlord may refuse consent only for good cause. The transferring Tenant remains liable alongside the acquirer to the extent provided by law.
10. Early termination
10.1 Where performance of the lease becomes unconscionable for a party for good cause, that party may terminate the lease at any time, observing the statutory notice period.
10.2 If the Tenant returns the premises without observing the term or the notice period, it is released from its obligations towards the Landlord if it proposes a replacement tenant who is solvent, acceptable to the Landlord and willing to take over the lease on the same terms; otherwise the Tenant remains liable in accordance with the statutory rules.
11. Insurance
11.1 The Landlord insures the building. The Tenant insures at its own cost its fit-out, equipment and goods, and maintains business liability insurance covering its liability as occupant of the premises.
11.2 The Tenant provides evidence of cover on request.
12. Return of the premises
12.1 At the end of the lease, the Tenant returns the premises cleaned, with all keys and access media, in the condition owed under clauses 7 and 8, normal wear and tear excepted.
12.2 The parties draw up a joint return report. The Landlord inspects the premises on return and notifies the Tenant without delay of defects for which the Tenant is answerable.
13. Final provisions
13.1 Amendments and additions to this agreement must be made in writing.
13.2 This agreement is governed by Swiss law. The mandatory rules on the lease of business premises, including those on the form of rent increases and terminations and on their challenge before the conciliation authority, remain reserved.
[Note: Form matters at the end of a lease: the Landlord terminates using the official cantonal form, the Tenant in writing; rent increases also require the official form. A termination can be challenged before the conciliation authority. Send every such notice by registered mail and keep proof of the date.]
Place, date: […]
The Landlord: ______________________
The Tenant: ______________________
Commercial lease (business premises)Free · DOCX · 5 KB→Contract for work
[Note: This template is a contract for work under Swiss law, for construction, manufacturing, software development and similar projects where a finished result is owed. Complete or delete the text in square brackets, choose one alternative where two are offered, and delete every note like this one before signing.]
Parties
[Client], [address] (the “Client”)
and
[Contractor], [address] (the “Contractor”)
1. The work
1.1 The Contractor produces for the Client [describe the work, e.g. “the manufacture and installation of X” / “the development and delivery of the software described in Annex 1”] (the “Work”).
1.2 The scope, characteristics and quality of the Work follow from the specification in Annex 1. In case of contradiction, [this contract / Annex 1] prevails.
1.3 The Contractor executes the Work with due care and in accordance with the recognised rules of the relevant trade [optional: and with the following standards: [standards, e.g. SIA norms]].
2. Delivery and milestones
2.1 The Contractor delivers the completed Work by [date].
2.2 [Optional: The following milestones apply: [milestone 1] by [date]; [milestone 2] by [date]. A milestone is met when [define verifiably, e.g. “the deliverable described in Annex 1 for that milestone has been handed over”].]
2.3 [Optional: If the Contractor misses [the delivery date / a milestone] for reasons within its responsibility, it owes the Client a contractual penalty of CHF [amount] per [commenced week] of delay, up to a maximum of CHF [amount / percentage of the remuneration]. Payment of the penalty does not release the Contractor from performance; the assertion of further damage remains reserved.]
[Note: A penalty only works if the milestone it attaches to is defined precisely enough that missing it can be established without argument.]
3. Remuneration
3.1 [Alternative A, fixed price: The remuneration for the Work is a fixed price of CHF [amount], plus VAT where owed. The fixed price covers everything required to produce the Work in accordance with this contract.]
3.2 [Alternative B, by expenditure: The Work is remunerated by time spent at the rates set out in Annex 2, plus documented expenses [optional: up to a cost ceiling of CHF [amount], which may not be exceeded without the prior written consent of the Client].]
3.3 The remuneration is payable as follows: [payment schedule, e.g. “[30]% upon signature, [40]% upon [milestone], [30]% upon acceptance”].
[Note: Keep only one alternative and delete the other.]
4. Changes to the work
4.1 The Client may request changes to the Work. The Contractor notifies the Client without delay in writing of the effects of the requested change on remuneration and deadlines and submits a change offer.
4.2 Changes become binding only once agreed in writing. Until then, the Contractor continues on the basis of the unchanged contract.
5. Cooperation of the client
5.1 The Client provides in good time the cooperation described in Annex [1], in particular [information, decisions, access to premises or systems, materials].
5.2 If cooperation is not provided, the affected deadlines are extended appropriately. The Contractor notifies the Client of any impediment without delay in writing.
5.3 [Optional: Materials provided by the Client remain the Client’s property. The Contractor examines them upon receipt and gives notice without delay of defects that put the proper execution of the Work into question.]
6. Acceptance
6.1 The Contractor notifies the Client in writing that the Work is completed and delivers it [together with the documentation listed in Annex 1].
6.2 The Client inspects the Work within [number] days of delivery [optional: in accordance with the acceptance test in Annex [3]] and notifies the Contractor in writing of the defects found.
6.3 The Work is deemed accepted when the Client declares acceptance in writing, when the inspection period expires without notice of defects, or when the Client puts the Work into productive use without reservation.
6.4 Defects that could not be discovered during the inspection must be notified in writing immediately upon their discovery.
6.5 If the notified defects are material, acceptance is postponed: the Contractor remedies them within [number] days and delivers the Work again for inspection. Immaterial defects do not prevent acceptance; they are remedied within [deadline].
7. Warranty
7.1 The Contractor warrants that the Work has the agreed characteristics and those the Client could expect in good faith [and that it complies with the standards under clause 1].
7.2 In case of a defect notified in accordance with clause 6, the Client may first require repair free of charge within [a reasonable period / [number] days]. If the repair fails, is refused or is impossible, the Client may reduce the remuneration in proportion to the reduced value or, if the Work is unusable for the Client, withdraw from the contract. Damages remain reserved.
7.3 The warranty period is [number] years from acceptance.
8. Liability
8.1 The total liability of the Contractor under this contract is limited to [CHF [amount] / the remuneration paid].
8.2 This limitation does not apply in case of unlawful intent or gross negligence, in case of personal injury, or where mandatory law excludes a limitation.
9. Subcontractors
9.1 The Contractor may involve subcontractors only with the prior written consent of the Client [optional: except for the subcontractors listed in Annex [4]].
9.2 The Contractor remains responsible for the performance of this contract and is liable for its subcontractors as for its own conduct.
10. Withdrawal by the client
10.1 The Client may withdraw from this contract at any time before the Work is completed.
10.2 In that case, the Client pays for the work already performed and indemnifies the Contractor [in accordance with the statutory rules / alternative: with a lump-sum indemnity of [percentage]% of the remuneration attributable to the unperformed part of the Work, in lieu of full indemnification].
[Note: By statute, withdrawal requires full indemnification of the contractor, including lost profit. An agreed lump sum makes the cost of an exit predictable for both sides.]
11. Confidentiality and intellectual property
11.1 Each party treats as confidential the non-public information of the other party received in connection with this contract and uses it only for the performance of the contract. This obligation survives the end of the contract.
11.2 [Alternative A: Upon full payment of the remuneration, all rights in the Work pass to the Client to the extent they are transferable. The Contractor may continue to use its general know-how, methods and tools freely.]
11.3 [Alternative B: The Contractor retains the rights in the Work and grants the Client a non-exclusive, irrevocable, transferable right, unlimited in time, to use the Work for its business purposes.]
[Note: Keep only one alternative. For software, also address the rights in pre-existing components and open-source licences.]
12. Final provisions
12.1 Amendments and additions to this contract must be made in writing.
12.2 This contract is governed by Swiss law. The courts at [place] have exclusive jurisdiction.
Place, date: […]
The Client: ______________________
The Contractor: ______________________
Contract for work (Werkvertrag)Free · DOCX · 5 KB→Convertible loan agreement
[Note: This template is a convertible loan granted by an investor to a Swiss company limited by shares (AG). Complete or delete the text in square brackets and delete every note like this one before signing. Coordinate the conversion clauses with the company’s articles of association and its principal shareholders before signing.]
Parties
[Company] AG, [address] (the “Company”)
and
[Lender], [address] (the “Lender”)
1. Loan and disbursement
1.1 The Lender grants the Company a loan of CHF [amount] (the “Loan”). The Company uses the Loan for [purpose, e.g. “working capital and the further development of the business”].
1.2 The Lender pays the Loan to the Company’s account [IBAN] within [number] days of signature of this agreement.
1.3 Unless converted earlier under this agreement, the Loan falls due for repayment on [date] (the “Maturity Date”).
2. Interest
2.1 The Loan bears interest at [rate]% per year from disbursement. Interest is not paid periodically; it accrues and is added to the amount converted or repaid.
[2.2 Choose one and delete the other: Accrued interest converts into shares together with the principal. / Accrued interest is paid in cash upon conversion or repayment; only the principal converts.]
[Note: State expressly whether interest converts or is paid out. The choice changes the number of conversion shares and should be consistent with the tax treatment you clarify with your advisors.]
3. No security; subordination
3.1 The Loan is unsecured.
[3.2 Optional subordination: In the event of overindebtedness of the Company within the meaning of Art. 725b CO, the Lender subordinates the Loan, including accrued interest, to the claims of all other creditors of the Company, to the extent and for as long as necessary to remove the overindebtedness.]
[Note: The Company will typically ask for this clause when its equity is thin, because a properly subordinated loan can be left aside when the board assesses whether it must notify the court under Art. 725b CO. For the Lender it means standing behind every other creditor in the worst case. Grant it deliberately or delete the clause.]
4. Conversion in a Qualified Financing
4.1 A “Qualified Financing” is a capital increase or a series of related capital increases in which the Company raises new equity of at least CHF [amount], not counting the conversion of this Loan or of other convertible loans.
4.2 Upon completion of a Qualified Financing, the Loan[, including accrued interest,] converts into shares of the class issued in the Qualified Financing.
4.3 The conversion price per share is the lower of (a) the lowest price per share paid by the investors in the Qualified Financing, reduced by a discount of [percentage]%, and (b) the price per share resulting from a fully diluted pre-money valuation of the Company of CHF [amount] (the “Valuation Cap”).
[Note: The discount rewards the Lender for taking the risk before the round is priced; the Valuation Cap fixes the highest valuation at which the Loan converts. Whichever of the two produces the lower price, and therefore more shares, applies. Model both against your capitalization table before agreeing to the numbers.]
5. Conversion or repayment at maturity
5.1 If no Qualified Financing is completed by the Maturity Date, the following applies [choose one option and delete the other]:
[Option A: The Loan, including accrued interest, converts at the Lender’s request into [ordinary] shares of the Company at a price per share based on a fully diluted valuation of the Company of CHF [amount].]
[Option B: The Company repays the Loan, including accrued interest, on the Maturity Date.]
[Note: Decide the maturity outcome now. A document that is silent here produces a loan that is due, unpaid and unconverted, with every option needing a fresh negotiation at the worst possible moment.]
6. Change of control
If, before conversion or repayment, a third party acquires, directly or indirectly, more than [percentage]% of the shares or votes of the Company, or the Company sells all or substantially all of its business (a “Change of Control”), the Lender may elect either (a) immediate repayment of the Loan, including accrued interest, or (b) conversion into shares immediately before completion of the Change of Control, based on [the Valuation Cap / a fully diluted valuation of CHF [amount]].
7. Mechanics of conversion
7.1 Conversion is effected through a capital increase of the Company under Art. 652 ff. CO: an ordinary capital increase resolved by the general meeting or, where the articles of association so provide, the issuance of shares from conditional capital or from a capital band.
7.2 Upon occurrence of a conversion event, the Lender subscribes the conversion shares, pays the issue price by set-off against its claim for repayment of the Loan, including accrued interest, and signs all documents required for the capital increase [including an accession to the shareholders’ agreement in force at the time].
7.3 The Company procures that the required corporate resolutions are passed. The shareholders listed in Annex 2 undertake, by co-signing this agreement, to vote in favour of the capital increases required for conversion and to waive their subscription rights to the extent necessary.
[Note: The Company cannot issue shares on its own: the shareholders resolve the capital increase. Without the co-signature of the principal shareholders, or conditional capital in the articles that already covers the Loan, the conversion promise depends on a future vote nobody is bound to cast.]
8. No obligations beyond subscription
Upon conversion, the Lender’s obligation is limited to paying the issue price of the conversion shares by set-off. Beyond the issue price, the Lender owes no further contributions, in accordance with Art. 680 CO. [Obligations under a shareholders’ agreement to which the Lender accedes remain reserved.]
9. Information rights
Until conversion or repayment, the Company provides the Lender with its annual financial statements within [number] months of the end of each financial year [optional: and informs the Lender without delay of events materially affecting its financial position].
10. Representations of the Company
The Company represents that it is duly incorporated and validly existing under Swiss law, that the capitalization table attached as Annex 1, including all outstanding options and convertible instruments, is complete and correct as of the date of this agreement, and that the conclusion and performance of this agreement do not conflict with its articles of association or with any agreement binding on it.
11. Transfer
The Lender may assign or pledge the Loan and its rights under this agreement only with the prior written consent of the Company. [Optional: Transfers to a company controlling the Lender, controlled by it or under common control with it are permitted upon written notice.]
12. Final provisions
12.1 Amendments and additions to this agreement, including this clause, must be made in writing.
12.2 This agreement is governed by Swiss law. The courts at the seat of the Company have exclusive jurisdiction.
Annexes
Annex 1: Capitalization table of the Company as of [date]
Annex 2: Co-signing shareholders
Place, date: […]
The Company: ______________________
The Lender: ______________________
Acknowledged and agreed as to clause 7.3:
[Shareholder 1]: ______________________
[Shareholder 2]: ______________________
Convertible loan agreementFree · DOCX · 5 KB→Employment reference letter
[Note: This template is a full employment reference (Arbeitszeugnis / certificat de travail) under Swiss law, issued by the employer. It must be true and benevolent at the same time. Complete or delete the text in square brackets, choose every graded wording deliberately, and delete every note like this one before issuing.]
[Note: Print the letter on the employer’s letterhead. It has no addressee: a reference letter is addressed to whoever the employee shows it to. For an interim reference during ongoing employment, change the title to “Interim reference letter”, write the assessment in the present tense and drop the reason for leaving and the farewell elements of the closing.]
Ms/Mr [first name, last name], born on [date of birth, optional], was employed by [company name] from [start date] to [end date] as [function], most recently at a workload of [100]%.
[Note: Identify the employee precisely. If the function changed during the employment, list the stations with their dates, for example “from [date] as [function]”.]
In this function, her/his main responsibilities included:
– [responsibility, e.g. “managing the key accounts in German-speaking Switzerland”]
– [responsibility]
– [responsibility]
[Note: Describe the job as it really was, concretely enough that a reader can judge the level of responsibility. The nature and duration of the employment must be reflected accurately.]
Ms/Mr [last name] has [good / very good / excellent] professional knowledge and applied it [effectively / very effectively] in practice. She/He worked [carefully and reliably / with great care and reliability], handled a [substantial] workload and delivered work of [good / high / consistently high] quality. She/He performed her/his duties [to our satisfaction / to our full satisfaction / to our complete satisfaction].
[Note: This paragraph carries the assessment of quality, quantity and dedication. Choose each gradation deliberately: the difference between “to our full satisfaction” and “to our complete satisfaction” is read as a grade, and what is missing is read as criticism. Do not use wording you privately understand as code for something worse; the letter must mean what it says.]
Her/His conduct towards superiors, colleagues and clients was [at all times] [courteous and professional / impeccable / exemplary].
[Note: The conduct sentence names all three audiences on purpose. Omitting one of them, typically the superiors, is read as a statement about that relationship. If you name fewer, do it knowingly.]
The employment relationship ends on [date] [at the employee’s request / by mutual agreement / as a result of a restructuring].
[Note: State the reason for leaving neutrally, and leave it out if the employee prefers. Illness, isolated incidents and anything irrelevant to an overall assessment of performance and conduct do not belong in the letter.]
We thank Ms/Mr [last name] for her/his valuable contribution, regret her/his departure and wish her/him every success and all the best for the future, professionally and personally.
[Note: Readers treat the closing formula as part of the assessment: thanks, regret and good wishes together signal a very good reference, and dropped elements weaken it. Keep the closing consistent with the performance paragraph. The letter is signed by a person authorized to sign for the employer, usually the direct superior or the head of HR.]
[Place], [date]
[Company name]
______________________
[First name, last name], [function of the signatory]
Employment reference letter (full)Free · DOCX · 4 KB→General terms and conditions
[Note: This template assumes a Swiss provider selling services to business customers (B2B). It is not drafted for contracts with consumers. Complete or delete the text in square brackets and delete every note like this one before publishing.]
1. Scope and incorporation
1.1 These general terms and conditions (the “GTC”) govern all offers and services of [Company name], [address] (the “Provider”) to its business customers (each a “Customer”).
1.2 The GTC apply exclusively. Conflicting or deviating terms of the Customer apply only if the Provider has accepted them expressly and in writing.
1.3 The GTC apply to business customers only, not to consumers.
[Note: The GTC bind the Customer only if they were made part of the contract: make them available before or at conclusion, and have every offer and order confirmation refer to them expressly. A reference on the invoice comes too late.]
2. Offers and conclusion of contract
2.1 Offers of the Provider are non-binding unless they are designated as binding. [Optional: An offer designated as binding remains open for [30] days from its date.]
2.2 The contract is concluded when the Provider confirms the Customer’s order in writing or begins to perform the ordered services.
2.3 The scope of the services is defined by the order confirmation or the signed offer, together with these GTC. In case of conflict, the individually agreed document prevails over the GTC.
3. Services and cooperation of the Customer
3.1 The Provider performs the services carefully and professionally, in accordance with the agreed specification.
3.2 The Customer provides in good time the information, materials, access and decisions the Provider needs in order to perform. Delays caused by missing cooperation extend the affected deadlines appropriately; additional expense may be invoiced at the agreed rates.
4. Prices, invoicing and payment
4.1 Prices are in Swiss francs and exclusive of value added tax [and expenses], unless stated otherwise.
4.2 The Provider invoices [monthly / on the agreed milestones / on delivery]. Invoices are payable within [30] days of the invoice date, without deduction.
4.3 If the Customer fails to pay despite a reminder and an appropriate grace period, the Provider may suspend its services until the outstanding invoices are paid. The statutory rules on default interest remain reserved.
5. Delay
5.1 Delivery and performance dates are estimates unless they are expressly agreed as binding.
5.2 If the Provider misses a binding date, the Customer grants an appropriate grace period in writing. If the grace period expires without result, the Customer may withdraw from the affected order. Any claims for damage caused by delay are governed by clause 7.
6. Warranty
6.1 The Provider warrants that the services materially conform to the agreed specification at the time of delivery.
6.2 The Customer inspects the services promptly and gives written notice of defects within [ten] business days of delivery; otherwise the services are deemed approved. Defects that were not detectable on inspection are notified promptly upon discovery.
6.3 In case of a defect notified in time, the Provider will, at its choice, rectify the defect or re-perform the affected service within an appropriate period. If rectification fails, the Customer may claim an appropriate reduction of the fee. Further warranty claims are excluded to the extent permitted by law.
7. Liability
7.1 The Provider’s total liability under or in connection with the contract, regardless of the legal ground, is limited to the fees paid for the affected services in the [twelve] months preceding the event giving rise to the claim, and in any case to a maximum of CHF [amount].
7.2 Liability for indirect and consequential damage, in particular lost profit, loss of data and business interruption, is excluded.
7.3 The limitations in this clause do not apply to damage caused by unlawful intent or gross negligence, to personal injury, or where liability cannot be limited under mandatory law.
[Note: Under Swiss law, liability for unlawful intent and gross negligence cannot be excluded in advance (Art. 100 CO). Clause 7.3 is what keeps the cap valid; do not delete it, and do not raise the cap’s ambitions by narrowing it.]
8. Intellectual property
8.1 Intellectual property rights that existed before the contract or that arise outside its performance remain with the party holding them.
8.2 Upon full payment, the Customer receives [a non-exclusive, non-transferable right to use the work results for its internal business purposes / ownership of the agreed work results]. The Provider remains free to use its general know-how, methods and tools for other clients.
9. Confidentiality and data protection
9.1 Each party treats as confidential all information of the other party that is designated as confidential or is recognisably not public, uses it only to perform the contract, and does not disclose it to third parties. This obligation continues after the end of the contract.
9.2 The parties comply with the applicable data protection law when processing personal data in connection with the contract. [Optional: Where the Provider processes personal data on behalf of the Customer, the parties conclude a separate data processing agreement.]
10. Subcontracting
The Provider may involve subcontractors in the performance of the services. It remains responsible towards the Customer for services performed by subcontractors as for its own.
11. Term and termination
11.1 Contracts for one-off services end with complete performance. Contracts for recurring services are entered into for [twelve] months and are renewed for successive periods of [twelve] months, unless a party terminates in writing with [three] months’ notice to the end of the current period.
11.2 Termination for good cause remains reserved, in particular if the other party materially breaches the contract and fails to remedy the breach within an appropriate grace period despite a written warning.
12. Changes to these GTC
The Provider may amend these GTC. Amendments are notified to the Customer in writing or by e-mail. They apply to orders placed after the notification; for recurring services, they take effect at the beginning of the next contract period. If the Customer does not accept an amendment, it may terminate the affected contract as of that date.
[Note: A clause imposing changed terms on running contracts with immediate effect is aggressive and, for surprising changes, unlikely to hold. Prospective changes combined with a termination right are the defensible version.]
13. Final provisions
13.1 Amendments and additions to the contract must be made in writing. [Optional: E-mail satisfies this requirement.]
13.2 If a provision of these GTC is or becomes invalid, the validity of the remaining provisions is not affected. The invalid provision is replaced by a valid provision that comes closest to its economic purpose.
13.3 The contract is governed by Swiss law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.
13.4 The exclusive place of jurisdiction is [seat of the Provider].
[Company name], [place]
Version of [date]
General terms and conditions (B2B services)Free · DOCX · 5 KB→Loan agreement
[Note: This template is a loan agreement under Swiss law for business loans, including loans to or from a shareholder. It is not designed for consumer credit. Complete or delete the text in square brackets and delete every note like this one before signing.]
Parties
[Lender], [address] (the “Lender”)
and
[Borrower], [address] (the “Borrower”)
1. Loan and disbursement
1.1 The Lender grants the Borrower a loan in the amount of CHF [amount] (the “Loan”).
1.2 The Loan is disbursed on [date] by transfer to the Borrower’s account [IBAN] with [bank].
2. Purpose
[Optional: The Borrower uses the Loan exclusively for [purpose, e.g. “financing the working capital of its business”]. If the Loan is used for another purpose, the Lender may terminate it for immediate repayment.]
3. Interest
3.1 The Loan bears interest at [rate]% per year, calculated on the outstanding principal. [Alternative for an interest-free loan: The Loan does not bear interest.]
3.2 Interest is payable [annually in arrears on 31 December / together with the repayment of the principal].
[Note: State expressly whether interest is owed; do not rely on statutory defaults. For a loan to or from a shareholder or another related party, the tax authorities publish safe-harbour interest rates each year; a rate outside that range risks being treated as a hidden profit distribution or a hidden capital contribution. Check the current circular before fixing the rate.]
4. Term and repayment
4.1 [Option A, fixed term: The Loan is granted until [date]. On that date the Borrower repays the outstanding principal together with accrued interest, without further notice.]
4.2 [Option B, open-ended: The Loan is granted for an indefinite period. Either party may terminate it in writing with [three] months’ notice; on expiry of the notice period, the outstanding principal and accrued interest are due for repayment.]
4.3 Repayment is made to the Lender’s account [IBAN] with [bank].
[Note: Delete the option you do not use. If you agree neither a term nor a notice period, the statutory framework applies and the Lender can call the Loan for repayment within a short statutory period after demand. State your own term instead.]
5. Early repayment
The Borrower may repay the Loan in whole or in part at any time [with [number] days’ prior written notice], together with the interest accrued on the amount repaid. Early repayment does not trigger any penalty or additional compensation.
6. Security
[Optional: The Loan is secured by [a guarantee of [name] / a pledge over [asset] / an assignment of [claims]] under a separate security agreement. The Lender’s obligation to disburse the Loan is conditional on the security being validly created.]
[Note: Security is only worth what its form and rank deliver. A guarantee (Bürgschaft) in particular is subject to strict statutory form requirements; take advice before relying on one.]
7. Default and acceleration
7.1 If the Borrower fails to pay any amount under this agreement when due, the Borrower is in default upon written reminder [or, where a due date is fixed: upon expiry of the due date] and owes default interest at [rate]% per year on the amount in arrears.
7.2 If the Borrower remains in default, the Lender may set a final deadline in writing for payment and, after that deadline expires unused, terminate the Loan and declare the entire outstanding principal, together with accrued interest, immediately due for repayment.
8. Subordination
[Optional, for a loan from a shareholder: In the event of the Borrower’s overindebtedness, the Lender subordinates its claims under this agreement, including accrued interest, to the claims of all other creditors of the Borrower, in the amount required to cover the shortfall. For as long as the subordination applies, the claims may be neither repaid nor set off.]
[Note: A subordination lets the board refrain from notifying the court despite overindebtedness only if it satisfies the statutory conditions as to amount and scope. Do not sign one casually: it parks your claim behind every other creditor. Take advice on the wording before relying on it.]
9. Assignment
Neither party may assign or transfer its rights or obligations under this agreement without the prior written consent of the other party.
10. Final provisions
10.1 Amendments and additions to this agreement, including this clause, must be made in writing.
10.2 This agreement is governed by Swiss law. The courts at [place] have exclusive jurisdiction.
Place, date: […]
The Lender: ______________________
The Borrower: ______________________
Loan agreementFree · DOCX · 4 KB→Service agreement
[Note: This template is a framework agreement for business-to-business services under Swiss law, such as consulting, agency or IT services. Complete or delete the text in square brackets and delete every note like this one before signing.]
Parties
[Provider], [address] (the “Provider”)
and
[Client], [address] (the “Client”)
(each a “Party”, together the “Parties”)
1. Subject and scope
1.1 The Provider performs for the Client the services described in Annex 1 (service description) (the “Services”).
1.2 Annex 1 describes the Services, the deliverables, the assumptions and what is out of scope. In case of contradiction, this agreement prevails over Annex 1.
[Note: The service description decides more disputes than any clause in this document. Describe what is done, what is handed over, and just as precisely what is not included.]
2. Standard of care
2.1 The Provider performs the Services carefully and professionally, in accordance with the recognised standards of its field, and safeguards the Client’s interests in doing so.
2.2 Unless a deliverable is expressly designated in Annex 1 as a guaranteed result, the Provider owes the diligent performance of the Services, not a specific outcome.
3. Cooperation of the Client
3.1 The Client provides in good time the information, documents, decisions and access to systems and personnel that the Provider needs to perform the Services, and names a contact person authorised to decide.
3.2 If the Client does not cooperate as agreed, affected time schedules are extended appropriately and additional effort may be charged at the agreed rates.
4. Personnel and subcontractors
4.1 The Provider selects the personnel deployed and may replace them with persons of equivalent qualification. [Optional: The persons named in Annex 1 are key persons and are replaced only with the Client’s consent, which is not unreasonably withheld.]
4.2 The Provider may involve subcontractors [only with the prior written consent of the Client]. The Provider is responsible for the services of subcontractors and other auxiliaries as for its own.
5. Change requests
5.1 Either Party may request changes to the Services in writing.
5.2 The Provider states within [ten] business days the effects of a requested change on fees, schedule and deliverables. A change becomes binding only once both Parties have approved it in writing.
5.3 Until a change is approved, the Provider continues to perform the Services unchanged.
6. Fees, expenses and payment
6.1 [Choose one: The fees amount to a fixed sum of CHF [amount] for the Services described in Annex 1. / The Services are charged on a time basis at CHF [amount] per [hour/day]; the budget of CHF [amount] stated in Annex 1 is not exceeded without the prior written approval of the Client.]
6.2 The Client reimburses expenses necessarily incurred in performing the Services against supporting documents [optional: provided they were approved in advance]. All amounts are exclusive of value added tax.
6.3 The Provider invoices [monthly / per milestone as set out in Annex 1]. Invoices are payable within [30] days of receipt.
7. Confidentiality
7.1 Each Party treats as confidential all non-public information of the other Party that it receives in connection with this agreement, uses it only to perform this agreement and discloses it internally only to persons who need it and are bound to confidentiality.
7.2 The confidentiality obligations survive the end of this agreement for as long as the information remains confidential. Statutory disclosure duties remain reserved.
8. Intellectual property
8.1 Each Party retains the rights to intellectual property that existed before this agreement or was created outside of it. The Provider grants the Client the non-exclusive right to use such pre-existing rights to the extent necessary to use the work products.
8.2 [Choose one: Upon full payment of the fees, all rights in the work products created for the Client under this agreement pass to the Client. / Upon full payment of the fees, the Provider grants the Client a non-exclusive, perpetual, [non-]transferable licence to use the work products for its internal business purposes.]
[Note: Choose one option and delete the other. Assignment gives the Client the freest position; a licence lets the Provider reuse components, methods and tools across clients.]
9. Data protection
9.1 Each Party complies with the Swiss data protection law applicable to it.
9.2 Where the Provider processes personal data on behalf of the Client, the Parties conclude a separate data processing agreement [attached as Annex 2].
10. Warranty and liability
10.1 If Services were not performed with the care owed under this agreement, the Provider remedies the shortfall within a reasonable period at its own cost, provided the Client gives written notice promptly after discovery.
10.2 The total liability of each Party under this agreement is limited to [the fees paid or payable in the twelve months preceding the event giving rise to liability / CHF [amount]].
10.3 This limitation does not apply to unlawful intent or gross negligence, to personal injury, or where liability cannot be limited by law.
[Note: Under Swiss law, liability for unlawful intent or gross negligence cannot be excluded in advance. A cap without the carve-out in clause 10.3 risks being void, not merely reduced.]
11. Term and termination
11.1 [Choose one: This agreement enters into force upon signature and ends when the Services have been performed in full. / This agreement applies for a fixed term until [date]. / This agreement is entered into for an indefinite period; either Party may terminate it with [three] months’ written notice to the end of a month.]
11.2 Termination for good cause with immediate effect remains reserved.
11.3 On termination, the Client pays for Services rendered up to the end of the agreement and for commitments that the Provider entered into for the project and can no longer reasonably cancel. Clauses 7, 8 and 10 survive the end of this agreement.
[Note: Under Swiss mandate law (Art. 404 CO), either party may end the mandate at any time, and clauses excluding this right are contested. Rely on structure rather than prohibition: invoice as you go, tie payments to Services rendered and cover non-cancellable commitments as in clause 11.3, so that an early end does not strand costs.]
12. Final provisions
12.1 The annexes form an integral part of this agreement. Amendments and additions must be made in writing.
12.2 Neither Party may assign this agreement without the prior written consent of the other Party.
12.3 This agreement is governed by Swiss law. The courts at [place] have exclusive jurisdiction.
Place, date: […]
The Provider: ______________________
The Client: ______________________
Service agreement (B2B)Free · DOCX · 5 KB→Termination letter (employer)
[Note: This model is a letter of ordinary termination of an employment contract by the employer under Swiss law, observing the notice period. It is not suitable for termination with immediate effect for cause. Transfer the text to your company letterhead, complete or delete the text in square brackets, read the annex, and delete every note and the entire annex before sending.]
[Company name]
[Street and number]
[Postcode and place]
Registered mail
[Ms/Mr] [First name, last name]
[Street and number]
[Postcode and place]
[Place], [date]
Termination of your employment contract
Dear [Ms/Mr] [last name],
We hereby give you notice of ordinary termination of your employment contract of [date of the contract], observing the [contractual/statutory] notice period of [number] months, with effect to [end date]. Your employment with [Company name] therefore ends on [end date].
[Note: The notice period follows your contract or, where the contract is silent, the statutory scale, which depends on the years of service. Check both, and read the annex on blocking periods before sending: if the timing is wrong, the end date shifts or the termination is void.]
Your remaining vacation entitlement of [number] days and any time credits will, as far as operationally possible, be taken during the notice period; we will agree the schedule with you. Days that cannot be taken will be paid out with the final salary.
With the last salary payment you will receive the final settlement of all claims arising from the employment relationship, including [pro rata thirteenth salary / commission entitlements / expense balance].
You will receive a full reference letter. If you prefer, we will instead issue a confirmation of employment limited to the nature and duration of the employment; please let us know your preference.
We ask you to return all company property in your possession, in particular [laptop, mobile phone, badge, keys, documents], by your last working day at the latest.
If you have questions about this termination or about the next steps, please contact [name, function, phone/email].
We thank you for the work you have done for [Company name] and wish you all the best for your future.
Yours sincerely,
[Company name]
[Name, function]: ______________________
[Name, function]: ______________________
Annex: check before sending (delete this annex)
[Note: Blocking periods. After the probation period, the law protects the employee against termination during certain periods: full or partial incapacity to work through illness or accident, pregnancy and the weeks after the birth, and compulsory Swiss service, among others. A termination given during such a period is void and must be repeated later; a termination given before the period began is suspended, the notice period stops running and resumes afterwards, and the end date can move back. What counts is the day the letter reaches the employee. If there is any sign of illness or pregnancy, check the position before sending.]
[Note: Reasons. You do not have to state reasons in this letter. If the employee asks, however, you must state the reasons in writing. Prepare that statement now, keep it factual, and make sure it matches what you would say in a dispute: reasons assembled after the fact are the classic way a defensible termination becomes an expensive one.]
[Note: Delivery. The termination takes effect when the letter reaches the employee, not when you post it. At the end of a month, a day of delay can shift the end date by a whole month. Send the letter by registered mail; if timing is tight, hand it over in person against a signed acknowledgement of receipt on a copy.]
[Note: Abusive termination. Even an ordinary termination can be abusive if it is given for certain reasons, for example because of a personal characteristic or because the employee asserted claims under the employment relationship in good faith (Art. 336 CO). An abusive termination still ends the employment, but it can cost the company a compensation payment. If this letter follows a conflict, a complaint or an absence, take advice before sending.]
Termination letter (employer)Free · DOCX · 4 KB→Employment contract
[Note: This template assumes an unlimited, full- or part-time employment under Swiss law, without a collective employment agreement. Complete or delete the text in square brackets and delete every note like this one before signing.]
Parties
[Company name], [address] (the “Employer”)
and
[First name, last name], [address] (the “Employee”)
1. Function and place of work
1.1 The Employee is employed as [function]. The Employee also performs related tasks assigned by the Employer that may reasonably be expected of them.
1.2 The place of work is [place]. [Optional: By agreement, the Employee may work remotely up to [number] days per week.]
2. Commencement and probation period
2.1 The employment begins on [date] and is entered into for an unlimited period.
2.2 The first [three] months are a probation period. During the probation period, either party may terminate the employment with [seven] days’ notice.
[Note: The statutory default probation period can be shortened, extended within the statutory maximum, or excluded, in writing. State your choice expressly.]
3. Working hours
3.1 The regular working time is [42] hours per week, corresponding to a workload of [100]%.
3.2 Overtime ordered or approved by the Employer is compensated by time off of equal length or, where that is not possible, paid [with the statutory supplement / without any supplement, which the parties expressly agree in writing]. The statutory rules on working time remain reserved.
4. Salary
4.1 The gross annual salary is CHF [amount], paid in [twelve / thirteen] instalments. [If a thirteenth salary is paid: The thirteenth instalment is paid in [November/December].]
4.2 Social security contributions and other statutory deductions are withheld from the salary.
5. Expenses
The Employer reimburses the expenses necessarily incurred in the performance of the work against supporting documents [optional: in accordance with the Employer’s expense regulations].
6. Vacation
The Employee is entitled to [five] weeks of paid vacation per calendar year. The timing is agreed with the Employer, taking the business situation into account.
7. Incapacity to work
7.1 If the Employee is prevented from working through no fault of their own (such as illness or accident), the Employer continues to pay the salary in accordance with the statutory rules.
[7.2 Optional: The Employer maintains a daily sickness benefits insurance covering [80]% of the salary; the terms of the policy apply and replace the statutory continued-payment regime.]
[Note: Replacing the statutory regime is only valid if the insurance solution is at least equivalent overall (benefit level, duration, premium sharing); otherwise the statutory regime applies. Delete this note before signing.]
8. Confidentiality, loyalty and inventions
8.1 The Employee safeguards the Employer’s legitimate interests, and treats as confidential all business and manufacturing secrets and other confidential information of the Employer and its clients. This confidentiality obligation continues after the end of the employment.
8.2 Inventions and designs that the Employee creates in the exercise of the employment activity and in the performance of contractual duties belong to the Employer by law. The Employee assigns to the Employer all copyright and other rights in works created in the same circumstances, to the extent the assignment is legally permissible.
9. Termination
After the probation period, either party may terminate the employment with [number] months’ notice to the end of a month. Notice must be given in writing.
10. Final provisions
10.1 Amendments and additions to this contract must be made in writing.
10.2 This contract is governed by Swiss law. The mandatory statutory rules, including those on jurisdiction in employment matters, remain reserved.
Place, date: […]
The Employer: ______________________
The Employee: ______________________
Employment contract (unlimited duration)Free · DOCX · 4 KB→Non-disclosure agreement
[Note: This template is a mutual confidentiality agreement under Swiss law. Complete or delete the text in square brackets and delete every note like this one before signing. If only one party discloses, adapt the obligations so they run in one direction.]
Parties
[Party A], [address]
and
[Party B], [address]
(each a “Party”, together the “Parties”)
1. Purpose
The Parties intend to [describe the purpose precisely, e.g. “evaluate a possible cooperation in the field of X”] (the “Purpose”) and will disclose confidential information to each other for the Purpose.
2. Confidential information
2.1 “Confidential information” means all non-public information a Party (the “disclosing Party”) discloses to the other Party (the “receiving Party”) in connection with the Purpose, whether in writing, orally or through access to systems or premises, including in particular [business plans, financial information, customer and supplier data, technical documentation, know-how].
[2.2 Optional: Information marked as “confidential” is in any case confidential information.]
3. Exclusions
Information is not confidential information if the receiving Party proves that it (a) was or has become publicly available without breach of this agreement, (b) was already lawfully known to it before disclosure, (c) was developed independently, or (d) was lawfully received from a third party. Disclosure required by law or by an authority is permitted; the receiving Party informs the disclosing Party beforehand where lawfully possible.
4. Use and internal disclosure
4.1 The receiving Party uses confidential information exclusively for the Purpose.
4.2 It discloses confidential information internally only to persons who need it for the Purpose and who are bound by confidentiality obligations at least equivalent to this agreement, and to third parties only with the prior written consent of the disclosing Party.
5. Return and deletion
Upon written request, and at the latest when the discussions concerning the Purpose end, the receiving Party returns or irrevocably deletes all confidential information and confirms the deletion in writing. Statutory retention obligations remain reserved.
6. Contractual penalty
[Optional: For each breach of this agreement, the breaching Party owes the other Party a contractual penalty of CHF [amount]. Payment of the penalty does not release from the confidentiality obligations; the assertion of further damage remains reserved.]
7. Term and survival
7.1 This agreement enters into force upon signature and applies for [two] years.
7.2 The confidentiality obligations survive the end of this agreement for [three] years from the last disclosure. [Optional: For trade secrets, they apply for as long as the information remains a trade secret.]
8. No licence, no obligation to contract
No rights to confidential information are granted beyond the use for the Purpose. This agreement does not oblige any Party to enter into any further contract.
9. Governing law and jurisdiction
This agreement is governed by Swiss law. The courts at [place] have exclusive jurisdiction.
Place, date: […]
[Party A]: ______________________
[Party B]: ______________________
Non-disclosure agreement (mutual)Free · DOCX · 4 KB→Shareholders’ agreement
[Note: This template is a shareholders’ agreement for a Swiss company limited by shares with a small circle of shareholders. Complete or delete the text in square brackets and delete every note like this one before signing. Align it with the company’s articles of association, in particular any transfer restriction.]
Parties
[Shareholder 1], [address]
[Shareholder 2], [address]
[Shareholder 3], [address]
(each a “Shareholder”, together the “Shareholders”)
regarding [Company] AG, [seat] (the “Company”).
1. Purpose and scope
1.1 This agreement governs the relationship of the Shareholders as shareholders of the Company.
1.2 It covers all shares in the Company that a Shareholder holds now or acquires later (the “Shares”).
2. Board of directors and reserved matters
2.1 The Shareholders exercise their voting rights so that the board of directors is composed of [number] members. [Nomination rights, e.g. “Each Shareholder holding at least [20]% of the Shares may nominate one member.”]
2.2 The following matters require the approval of Shareholders representing at least [percentage]% of the Shares [or: the unanimous approval of the Shareholders]: [adoption of the annual budget; investments or obligations above CHF [amount]; issuance of new shares or instruments convertible into shares; transactions between the Company and a Shareholder or related party; sale of the business or of material assets; amendment of the articles of association].
[Note: Keep this list short. A list that captures day-to-day management turns every board meeting into a shareholder negotiation.]
3. Information rights
The Shareholders procure that the Company provides each Shareholder with the annual financial statements within [number] months of the end of the financial year and with [quarterly] management reporting.
4. Transfer restrictions and right of first offer
4.1 No Shareholder transfers Shares, directly or indirectly, without complying with this clause.
4.2 A Shareholder intending to sell Shares first offers them in writing to the other Shareholders, pro rata to their holdings, stating price and conditions. The other Shareholders may accept the offer within [30] days. Shares not taken up may be offered to the remaining accepting Shareholders.
4.3 If and to the extent the other Shareholders do not accept, the selling Shareholder may sell the Shares within [90] days to the named third party at conditions no more favourable to the buyer, provided the buyer accedes to this agreement in accordance with clause 6.
5. Tag-along and drag-along
5.1 If Shareholders holding in aggregate more than [50]% of the Shares sell to a third party, each other Shareholder may sell its Shares to that third party at the same conditions (tag-along).
5.2 If Shareholders holding in aggregate at least [75]% of the Shares accept an offer of a third party for all Shares, each other Shareholder is obliged to sell its Shares at the same conditions (drag-along).
6. Accession of acquirers
Every transfer of Shares is conditional upon the acquirer acceding to this agreement by signing the accession declaration attached as an annex.
7. Contractual penalty
For each breach of this agreement, the breaching Shareholder owes the other Shareholders a contractual penalty of CHF [amount] in total. Payment does not release from performance; the assertion of further damage remains reserved.
8. Duration
8.1 This agreement applies for [ten] years from signature and is thereafter renewed for successive periods of [two] years, unless a Shareholder terminates it for itself with [six] months’ notice to the end of the then-current period.
8.2 The obligations under this agreement end for all Shareholders upon [an exit event, e.g. “the sale of all Shares to a third party or an initial public offering of the Company”].
9. Governing law and disputes
9.1 This agreement is governed by Swiss law.
[9.2 Optional: Before initiating court proceedings, the Shareholders attempt to resolve any dispute by mediation.]
9.3 The courts at the seat of the Company have exclusive jurisdiction.
Annex: Accession declaration
The undersigned, [name], [address], hereby accedes to the shareholders’ agreement of [date] regarding [Company] AG and assumes all rights and obligations of a Shareholder thereunder with effect from the acquisition of [number] shares.
Place, date, signature: ______________________
Place, date: […]
[Shareholder 1]: ______________________
[Shareholder 2]: ______________________
[Shareholder 3]: ______________________
Shareholders' agreement (Aktionärbindungsvertrag)Free · DOCX · 4 KB→
Don't sign the standard case.
Tell us what the document is for. You get a version drafted for your situation, reviewed by a lawyer, at a fixed price.