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Shared Services Agreement Template for Switzerland

A comprehensive agreement governed by Swiss law that establishes the framework for the provision of shared services between entities. The document details service scope, performance standards, pricing mechanisms, governance structures, and operational requirements while ensuring compliance with Swiss regulatory requirements, including data protection and employment laws. It addresses key aspects such as service levels, liability allocation, intellectual property rights, and termination provisions, providing a robust foundation for shared service delivery arrangements in a Swiss legal context.

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What is a Shared Services Agreement?

The Shared Services Agreement is essential for organizations implementing centralized service delivery models in Switzerland. It is commonly used when companies want to consolidate support functions such as IT, HR, finance, or procurement into a single entity to achieve operational efficiencies and cost savings. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations, data protection laws, and employment regulations. This document type is crucial for defining service scope, performance standards, cost allocation, governance structures, and risk allocation between the service provider and recipient entities. It includes detailed provisions for service delivery, quality metrics, pricing mechanisms, and operational procedures, while addressing Swiss-specific regulatory requirements and market practices.

What sections should be included in a Shared Services Agreement?

1. Parties: Identification of the service provider and service recipient entities, including their registered details

2. Background: Context of the agreement, relationship between parties, and purpose of the shared services arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Services: Overview of services to be provided, service standards, and delivery requirements

5. Service Levels: Performance metrics, measurement methods, and reporting requirements

6. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and cost allocation methods

7. Governance and Management: Management structure, reporting lines, escalation procedures, and regular review processes

8. Data Protection and Confidentiality: Obligations regarding data protection, confidentiality, and information security

9. Intellectual Property Rights: Ownership and usage rights of IP created or used in service delivery

10. Personnel: Staff obligations, qualifications, and requirements for service delivery

11. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification provisions

12. Term and Termination: Duration, renewal options, termination rights, and consequences of termination

13. Force Majeure: Events excusing performance and related procedures

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Shared Services Agreement?

1. Transition Services: Details of transition arrangements when implementing or terminating services - include if there's a complex transition period

2. Business Continuity and Disaster Recovery: Requirements for service continuity and recovery - include for critical services

3. Audit Rights: Rights to audit service provision and compliance - include for regulated services or when required by law

4. Parent Company Guarantee: Guarantee from parent company - include when financial security is required

5. Insurance: Specific insurance requirements - include for high-risk services

6. Anti-Corruption and Compliance: Specific compliance obligations - include for cross-border or regulated services

7. Change Control: Formal process for changes to services or agreement - include for complex service arrangements

What schedules should be included in a Shared Services Agreement?

1. Schedule 1 - Services Description: Detailed description of each service, including scope, deliverables, and exclusions

2. Schedule 2 - Service Levels and KPIs: Detailed service levels, performance indicators, and measurement methods

3. Schedule 3 - Charges: Detailed pricing, cost allocation, and charging mechanisms

4. Schedule 4 - Governance Procedures: Detailed governance structure, meeting schedules, and escalation procedures

5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures

6. Schedule 6 - Personnel: Key personnel, qualifications, and specific personnel obligations

7. Schedule 7 - Technical Requirements: Technical specifications and requirements for service delivery

8. Schedule 8 - Contact Details: Contact information for key personnel and authorized representatives

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

GenieAI

Document Type

Cost

Free to use

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