Marco Vigilante
Lawyer, Berra Vigilante & Partners
BEFORE · the non-expert's prompt
“Write me a unilateral termination clause to put in the supply contract that protects me 100%.”
What was missingWhich law applies and who the parties are. And «100%» does not exist: a clause that is too one-sided risks being void.
AFTER · the professional's prompt
Act as my assistant in contract drafting. I am preparing a B2B framework agreement for ongoing supply between two companies based in Ticino, governed by Swiss law (Swiss Code of Obligations). I represent the customer (committente). Prepare a draft termination clause.
- Provide for ordinary termination with a notice period appropriate to the length of the relationship, and for extraordinary termination for good cause (giusti motivi), with 2–3 examples that are indicative and not exhaustive.
- Set out the effects of termination: orders already in progress, goods already produced, compensation. The clause must remain balanced and must not be open to challenge as unusual or disproportionate.
- Add a note flagging which elements depend on how the contract is classified (sale, contract for work and services (appalto), mandate (mandato)) and need to be checked.
Do not invent case law. If you cite an article of the CO, state it so that I can check it. Use clear legal language, suitable for a draft to be submitted to the other party.
Act as my assistant in contract drafting. I am preparing a B2B framework agreement for ongoing supply between two companies based in Ticino, governed by Swiss law (Swiss Code of Obligations). I represent the customer (committente). Prepare a draft termination clause. Requirements: 1. Provide for ordinary termination with a notice period appropriate to the length of the relationship, and for extraordinary termination for good cause (giusti motivi), with 2–3 examples that are indicative and not exhaustive. 2. Set out the effects of termination: orders already in progress, goods already produced, compensation. The clause must remain balanced and must not be open to challenge as unusual or disproportionate. 3. Add a note flagging which elements depend on how the contract is classified (sale, contract for work and services (appalto), mandate (mandato)) and need to be checked. Do not invent case law. If you cite an article of the CO, state it so that I can check it. Use clear legal language, suitable for a draft to be submitted to the other party.