This chapter examines the exclusive distribution agreement, namely the contract by which the supplier undertakes towards the exclusive distributor to supply the supplier with certain goods at a certain price and to ensure the supplier exclusivity within a certain territory, in exchange for the exclusive distributor’s undertaking to pay the price and to promote the sale of the goods in the allocated territory. This chapter firstly explores the notion of the exclusive distribution agreement and its functions before examining its legal nature and delimitations with other contracts found under Swiss law. This chapter then moves on to the conclusion of the exclusive distribution agreement and examines in detail the obligations of the supplier and exclusive distributor. Finally, this chapter explores the non-performance of the exclusive distribution agreement and the end of the exclusive distribution agreement with particular emphasis on the compensation for goodwill.

This chapter examines the licence agreement, namely the contract by which the licensor undertakes to grant to the licensee the entitlement to use a right or intangible property in return for an undertaking by the licensee to pay a fee. This chapter firstly explores the notion of the licence agreement and its functions before examining its forms, legal nature and delimitations with other contracts found under Swiss law. This chapter secondly analyses the conclusion of the licence agreement and examines, in detail, the obligations of the licensor and licensee. Finally, this chapter explores the non-performance of the licence agreement and examines in turn the default of the licensor and the default of the licensee as well as the scenario of a lack of conformity. Finally, this chapter examines the end of the licence agreement by ordinary or extraordinary termination as well as the consequences of the end of the contract.

This chapter examines the settlement agreement, namely the contract by which the parties put an end to a dispute or to an uncertainty in which they find themselves concerning a legal relationship by reciprocal concessions. This chapter firstly explores the notion of a settlement agreement and its functions before examining the various types of settlement agreement. This chapter secondly analyses the legal nature of the settlement agreement before turning to its delimitations with other institutions found under Swiss law. This chapter then moves on to the conclusion of the settlement agreement and analyses, in particular, the applicable formal requirements, the settlement negotiations, the effects on joint and several debtors as well as the invalidation of the settlement agreement due to lack of consent notably for unfair advantage and fundamental mistake. Finally, this chapter examines the end of the settlement agreement.