July 2025
Effective contracts are the foundation of successful business relationships, providing clarity, certainty, and legal protection for all parties involved. For businesses operating in Switzerland, understanding the unique aspects of Swiss contract law is essential for drafting agreements that are both legally sound and commercially effective.
Swiss contract law is governed primarily by the Swiss Code of Obligations (CO), which establishes these core principles:
Freedom of Contract: Parties have broad freedom to determine the content of their agreements, with certain limitations for public policy, illegality, or impossibility.
Consensus: Valid contracts require a meeting of the minds (consensus) between the parties on all essential terms.
Good Faith: All parties must negotiate, perform, and enforce contracts in accordance with the principle of good faith.
When drafting or reviewing contracts under Swiss law, focus on these critical elements:
Clear and Precise Language: Avoid ambiguity by using specific, concrete terms to define rights, obligations, and expectations.
Complete Terms: Address all essential aspects of the business relationship, including scope, pricing, payment terms, delivery, warranties, and termination.
Risk Allocation: Carefully consider how risks are distributed between the parties through liability limitations, indemnities, and force majeure provisions.
Dispute Resolution: Include well-crafted provisions for addressing disputes, including choice of law, jurisdiction, and alternative dispute resolution mechanisms.
At SSDG, we help clients develop contracts that protect their interests while facilitating productive business relationships:
Strategic Assessment: We begin by understanding your business objectives and the specific risks and opportunities associated with the transaction.
Tailored Drafting: Our legal team develops contract language that addresses your specific needs while ensuring compliance with Swiss law.
Negotiation Support: We provide strategic guidance during contract negotiations to help you achieve favorable terms while maintaining positive business relationships.
By taking a thoughtful, strategic approach to contract development, Swiss businesses can create agreements that provide legal protection, clarity, and a strong foundation for successful commercial relationships. Our legal advisors combine deep knowledge of Swiss contract law with practical business experience to help clients develop effective agreements for a wide range of business transactions.
Need assistance with contract drafting or review? Our legal experts can help you develop agreements that protect your interests and support your business objectives.
Contact usCertain services offered by Swiss Strategic Development Group may not be available to residents or nationals of specific jurisdictions. Website visitors are advised to consult the applicable Terms of Use and contact their nearest SSDG representative for details regarding the services available in their location. Users are also encouraged to seek independent legal and tax advice for any clarifications related to the interpretation of our Terms of Use.