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The Equity Distribution Agreement is essential for companies seeking to distribute their equity securities in or from Switzerland. This document is typically used when an issuer engages one or more financial institutions to act as distributors for their equity securities, whether in a single offering or as part of a continuous distribution program. The agreement must comply with Swiss regulations, particularly the Financial Services Act (FinSA) and Financial Market Infrastructure Act (FMIA), while potentially accommodating international requirements for cross-border distributions. It details the entire distribution process, from appointment of distributors to settlement procedures, including fee structures, compliance obligations, and risk allocation. The document is crucial for ensuring regulatory compliance while facilitating efficient securities distribution in the Swiss market context.

1. Parties: Identification of the issuer and the distributor(s), including their corporate details and registration information

2. Background: Context of the agreement, description of the securities to be distributed, and general purpose of the arrangement

3. Definitions: Detailed definitions of terms used throughout the agreement, including regulatory and technical terms

4. Appointment and Scope: Terms of the distributor's appointment, exclusivity (if any), and territorial scope

5. Regulatory Compliance: Obligations regarding Swiss financial regulations, including FinSA and FMIA compliance

6. Distribution Procedures: Detailed procedures for securities distribution, including pricing, allocation, and settlement

7. Representations and Warranties: Standard and specific representations from both parties, including regulatory status and authority

8. Fees and Commissions: Structure of compensation, including base fees, incentives, and payment terms

9. Compliance and Due Diligence: KYC requirements, anti-money laundering procedures, and ongoing compliance obligations

10. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

11. Indemnification: Mutual indemnification provisions and allocation of liability

12. Confidentiality: Protection of confidential information and trade secrets

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment