Consultancy agreement in Switzerland: Template, Key Clauses and Local Law (2026)

What a Swiss consultancy agreement is, and why it is usually a mandate A consultancy agreement in Switzerland is a contract for a consultant to provide advice or services to a client. Swiss law has no separate consultancy statute. Most consulting engagements fall under the mandate (Auftrag, mandat) rules in the Swiss Code of Obligations (CO), Articles 394 and following. A mandate is a duty to perform the agreed services with due care, but not to guarantee a particular result. That distinction matters. If the deal is really about delivering a defined work product for a fixed price, such as a finished report or a built system, it may instead be a contract for work (Werkvertrag) under Article 363, where the consultant owes a result. Many advisory engagements are mandates, but the right classification depends on what is promised. This article is general guidance, not legal advice. Have a Swiss lawyer review a consultancy agreement before you sign. ## What local law requires in 2026 - Mandate rules apply (CO Art. 394 and following). The consultant must carry out the work carefully and loyally, in the client's interest, and account for what it does.

• Either side can terminate at any time (CO Art. 404). This is the defining feature of a Swiss mandate. A mandate may be revoked or terminated at any time by either party. The Federal Supreme Court has held that Article 404 is mandatory and cannot be contracted out of (decision 4A_437/2008), so a fixed-term lock-in or a long notice period does not override it.
• Damages for termination at a bad time (CO Art. 404(2)). A party that ends the mandate at an inopportune juncture must compensate the other for the resulting damage. This does not revive the contract, but it does soften the effect of the at-will rule.
• Mandate ends on death or incapacity (CO Art. 405). Unless agreed otherwise, the mandate ends on the death, incapacity or bankruptcy of either party, with a duty to continue where stopping would harm the client.
• Keep the consultant out of employment (CO Art. 319 and following). If the consultant is economically dependent, works under instruction and is integrated into the client, Swiss authorities may treat the relationship as employment, with social-security (AHV/AVS) consequences and back contributions. Structure the engagement to avoid false self-employment. ## Swiss consultancy agreement template Copy the block below and fill the bracketed fields. Remember that the Article 404 right to terminate at any time cannot be removed, so use notice periods as a practical expectation, not an absolute lock-in. ``` CONSULTANCY AGREEMENT (MANDATE) This agreement is made on [DATE] BETWEEN: [CLIENT NAME], [address] ("Client") AND [CONSULTANT NAME], [address] ("Consultant") 1. SERVICES The Consultant provides [describe the advisory services] with due care and in the Client's interest. [Deliverables, if any, and whether a result is owed.] 2. INDEPENDENCE The Consultant acts as an independent contractor, uses its own means, and is not integrated into the Client's organisation or subject to employee-style instruction. 3. FEES AND EXPENSES Fees: [hourly / daily rate or fixed fee], plus VAT if applicable. Expenses: [reimbursed as agreed]. Invoicing: [schedule]. Payment: [days]. 4. TERM AND TERMINATION The engagement runs [for [N] months / until the work is done]. Either party may terminate at any time under Article 404 CO; the parties expect [N weeks] notice where practical, and a party ending at an inopportune time compensates the other for the resulting damage. 5. CONFIDENTIALITY Each party keeps the other's confidential information secret during and after the engagement. 6. INTELLECTUAL PROPERTY IP in the deliverables [is assigned to the Client / is licensed] on [full payment]. 7. LIABILITY The Consultant is liable for breach of its duty of care; [liability cap, as agreed and permitted]. 8. DATA PROTECTION Each party complies with applicable data-protection law, including the Swiss Federal Act on Data Protection where it applies. 9. GOVERNING LAW AND DISPUTES Swiss law applies. Disputes go to [the courts of (place) / arbitration]. Signed: Client ____________ Consultant ____________ Name / date Name / date

- **Termination (clause 4).** Because Article 404 is mandatory, a notice period or fixed term cannot stop either side from ending the mandate. Treat notice as an expectation, make the fee settlement on early termination clear, and remember the inopportune-timing damages rule.
- **Independence (clause 2).** This is the clause that keeps the engagement out of employment and social-security treatment. State the consultant's autonomy, own means and freedom from employee-style control, and make sure the reality matches.
- **Intellectual property (clause 6).** Swiss law does not automatically transfer all IP to the client, so set out expressly what is assigned or licensed and tie it to payment. ## Red flags to avoid - Relying on a fixed term or a long notice period to lock the consultant in. Article 404 overrides it, so the real protection is the fee and damages arrangement on early termination.
- A consultant who looks like an employee: fixed desk, set hours, sole client, employee-style instruction. This risks reclassification and back social-security contributions.
- No clarity on whether a result is owed, which leaves the parties unsure whether mandate or work-contract rules apply.
- Silence on IP ownership of deliverables.
- No confidentiality duty that survives the engagement.
- Overlooking VAT and the Swiss data-protection rules where personal data is handled. ## Where a contract workspace helps A template gives you a workable Swiss consultancy agreement. The ongoing work is everything around it: getting the classification right between a mandate and a contract for work, keeping the termination and fee terms consistent with the mandatory Article 404 rule, keeping the independence clause aligned with how the engagement actually runs, and tracking renewal, notice and invoicing dates across many consultants. Drafting from a consultancy template, checking the mandate-versus-work-contract question, reviewing termination and IP terms, and keeping key dates in view can sit in one AI workspace tuned to how your company engages advisers. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the contract as linked clauses so a change to the fee or termination terms can be traced through the agreement, lets you edit in plain language, and keeps renewal and notice dates on one timeline. Adira is India-first today, and deeper Switzerland-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Swiss lawyer for the local-law call. The template above is enough to start a fair agreement on its own. Last verified October 2026.