Case
You advise Monei GmbH, a Swiss company with a share capital of CHF 20,000. The company develops a digital trading platform. A working prototype already exists.
Co-founder Felix Schmid holds three membership interests with a nominal value of CHF 1,000 each. He also has a claim of CHF 30,000 against Monei GmbH for work he performed. The company is willing to pay CHF 30,000 in six instalments of CHF 5,000 each, on the condition that Felix transfers his three interests at nominal value to the co-founders Julia Weil, Mark Friar and Roman Furrer so that each of them receives one interest.
Title to the interests will transfer only once the final instalment has been paid. Until that time Felix remains a member but has no operational role.
The prototype, including the source code, the documentation, and the access credentials for the repository and the cloud services, must be fully available to the company. There are no other loans. There is no employment contract with Felix. No third parties have contributed in a way that would allow them to assert rights. A notary appointment can be arranged at short notice.
Task
Draft a concise and practical Exit and Transfer Agreement governed by Swiss law. For this case study, work explicitly with a chatbot such as ChatGPT or Google Gemini. The maximum length of the agreement is three A4 pages. Write complete clauses rather than a checklist. Cover the following points within your clauses and integrate them into the draft:
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- Parties and a brief introduction.
- Transfer of the three membership interests to Julia, Mark and Roman so that each receives one interest. State the consideration as the nominal value. Make the transfer of title subject to a suspensive condition so that title passes only after receipt of the sixth instalment.
- Payment schedule setting out six instalments of CHF 5,000. Define due dates by choosing specific calendar dates or by setting a clear system. Provide for default with a reasonable grace period and an acceleration mechanism that makes all remaining instalments immediately due.
- Rights and duties until the transfer of title, including voting rights, any dividends or other distributions, information rights and duties of loyalty.
- Handover of the prototype, the code and all access credentials, including timing, the form of delivery as a signed handover record, completeness and Felix’s duty to cooperate.
- Warranties and representations by Felix, including his authority to transfer and the absence of third-party rights in the code, together with a balanced liability regime.
- Confidentiality and the protection of trade secrets.
- Completion and formalities, including the notary, the shareholders’ resolution and the filing with the commercial register, as well as allocation of costs, governing law and forum, and standard concluding provisions such as written form and severability.