In Switzerland, franchising and distribution agreements
are not the subject of specific regulation. The parties to
such agreements enjoy a broad freedom to organize their contractual
relationship - and its end – as they see fit. In this
respect, franchising and/or distribution agreements often provide
that the franchisee/distributor will not be entitled to any
indemnity for clientele (also called "goodwill
indemnity") after termination of the agreement.
Such clauses may, depending on the circumstances, turn out to
be without effect.
Here is why:
According to legal rules governing agency agreements (also
frequently used by brand owners to penetrate new markets), the
agent is entitled to an appropriate indemnity for clientele when it
has significantly increased the number of clients of the principal
and the principal derives an effective benefit from the business
relationship with those clients after the end of the contract. The
parties may not exclude this right
