This document provides an overview of Swiss contract law. It discusses key topics such as non-disclosure agreements, non-solicitation provisions, data protection, contract termination, circumstances that could invalidate a contract, commercial arbitration procedures in Switzerland, and some of the major arbitration organizations that govern contract disputes in Switzerland like the ICC and CAS. The document is intended to inform parties about legal requirements and best practices for contracts in Switzerland.

1. Madeline Wood 1
Madeline Wood
HRONE| SUITE 603, ORIENTAL CENTER,
699 WEST NANJING RD/ 31 WUJIANG
ROAD, JINGAN DISTRICT, SHANGHAI,
CHINA 200041
Switzerland
CONTRACT
LAW

2. Madeline Wood 2
Contents
Non-disclosure
Non-Solicitation
Data Protection
Contract Termination
Contract Invalidity
Commercial Arbitration
Governing Bodies
3
3
4
4
5
5
6

3. Madeline Wood 3
Swiss
Contract
Laws
Non-
Disclosure
Agreements
NDAs are intended in
many cases to act as an
interim measure.
Should Include:
1. Name of Parties
2. Mutuality
3. Subject Matter
4. Purpose of Exchange
5. Sources of Confidential
Information
6. Identity of Confidential
Information
7. Exclusions
8. Identity of Authorized
Personnel
9. Treatment of
Confidential Information
10. No Grant of Licenses
11. No Limits on
Independent
Development
12. No Promises or
commitments
13. Confidential
Information is “AS IS”
14. Post-Termination
Treatment
15. Compelled Disclosure
16. Remedies for Breach
17. Governing Law and
Forum
18. Term of NDA and Non-
Disclosure Obligations
Questionable Provisions
that Should Be Avoided
Relating to
Clients/Customers
• Subject to same
restrictions as a general
post-contractual
noncompetition
covenant
• Valid if:
oThe employee had
access either to them
or to their customer
data
oIf such clients were
clients/customers or
clients of the
employee when he or
she joined the
employee was
responsible
Relating to Employees
• Duty of loyalty does not
allow employees to
solicit employees
• Not enforceable as it
usually causes a
decrease in direct
competition on the end
market
• Generally allows
solicitation of
employees as long as
the solicitation is not
based on unfair means
1. Employee Non-
Solicitation Provisions
• provide that neither
party can solicit or
hire employees from
other party for a
certain period of time
2. Non-Compete
Provisions
3. Non-Disclosure of NDA
and Existence of
Relationship
• Restraints on:
o The existence of the
NDA
o The existence of
discussions between
the parties
o The nature of
discussions
4. Exclusion of Residuals
o “Residuals” mean
information in non-
tangible form
o Effectively
undermines the
protection of the
NDA
5. Consent of Judgement
o Impose an excessive
monetary penalty on
any breach
6. Receiving Party Notes
Are Confidential
Information
o Such work product
will invariably contain
Receiving Party
confidential thoughts
and considerations
Non
Solicitation
Provisions are based on
Swiss case laws.

4. Madeline Wood 4
Swiss
Contract
Laws
Data
Protection
Protected by the Swiss
Federal Data Protection
Act (DPA) and the related
Data Protection
Ordinance (DPO)
The DPA and DPO apply to
private persons and legal
entities and also to federal
governmental bodies as
data controllers or
processors
Jurisdiction
• Swiss Federal Act on
Private International Law
(PILA)
o If the data subject is a
Swiss resident
o If the data controller or
processor is a Swiss
resident
o IF a data protection
breach has an effect in
Switzerland
Exemptions
• The processing of data by
a natural person
exclusively for his private
use
• Pending civil, criminal, or
similar proceedings
• Public registers based on
private law
Notification
• Data files or collections
must be registered in
advance by federal
bodies
Notice Periods
• Parties must all have the
same duration from
employers and
employees
• Cannot be shorter than
one month, unless
otherwise agreed upon
• If employment contract
does not specify notice
periods, the statutory
notice periods are:
oDuring the first year of
employment, one
month following the
end of the calendar
month
oBetween the second
• Private persons only
need to register data
collections
Consent
• Is not necessarily
required for the lawful
processing of personal
data
• Disclosure to third
parties requires express
consent from the
disclosing party to the
receiving party
• Processing can still be
justified
Contract
Termination
The rights of employees
after a contract
termination:
And ninth year of
employment, two months
• After then, three
months
• Cannot dismiss a person
during illness,
pregnancy, or absence
from work due to
childbirth
Severance Payments
• Statutory minimum
severance payment is
equal to two months’
salary
• Following the entry into
force of new legal
provisions, such
payments are in
principle no longer
permissible with respect
to board and executive
members of Swiss public
companies listed on a
sock exchange
Protection Against Unfair
Dismissal
• Due to a quality
inherent to the
personality of the
employee
• Because the employee
exercises a
constitutional right
• To prevent an employee
from asserting
contractual claims
• Employees who are
members of trade
unions or fulfil certain
functions in the
company’s employee

5. Madeline Wood 5
Swiss
Contract
Laws
Representation bodies are
specifically protected
• Swiss employment law
includes rules on mass
dismissals
• If it was concluded to
improperly deny one of
the parties the
jurisdiction of a court to
which it is entitled under
Swiss law
• An arbitration agreement
cannot be contested on
the grounds that the
main contract is invalid
or that it was made in
connection with a future
dispute
• No capacity to act
• Lack of form
• Impossible content
• Illegal content or
violation of bonos mores
• Overreaching
• Errors
• Willful deception
• Duress
• Contracts that have
invalid clauses are not
wholly invalid.
• Not based on UNCITRAL
model law
• The seat of the tribunal is
in Switzerland
• At least one of the
parties had neither its
domicile nor its habitual
residence in Switzerland
at the time the
arbitration agreement
was concluded
• Chapter 12 gives
paramount importance
to party autonomy and,
in the absence of an
agreement between the
parties, to arbitral
discretion
• At least one of the
parties has neither its
domicile nor its habitual
residence in Switzerland
at the time the
arbitration agreement
was concluded
Mandatory Legislative
Provisions (Article 12)
• Equal treatment of the
parties
Contract
Invalidity
Circumstances under
which contract clauses
can be deemed invalid
• The right of both parties
to be heard in
adversarial proceedings
• Article 177:
oObjective arbitrarily
oSubjective capacity to
arbitrate of states and
state-controlled
enterprises
• Article 178:
oForm of the
arbitration agreement
oConflict of laws rule
for the determination
of the law governing
the substantive
validity of the
arbitration agreement
• Article 180:
oRight to challenge an
arbitrator on the
grounds of justifiable
doubts as to his
independence
oRestriction of
challenges of an
arbitrator by the
appointing party to
grounds which came
to the party’s
attention only after
the appointment
• Article 181:
oLis pendens
• Article 185:
oJudicial assistance by
state courts
• Article 190:
oGrounds for setting
aside an award
Commercial
Arbitration
Swiss law of international
arbitration is set out in
Chapter 12 of the Federal
Private International Law
Act (PILA), which entered
into force on 1 January
1989.

6. Madeline Wood 6
Swiss
Contract
Laws
Prohibit Types of
Disputes
• In case of disputes
exclusively entrusted to
state courts according to
provisions that are
deemed mandatory as a
matter of public policy
Remedies
• Performance (or
damages, if specific
performance is no longer
possible)
• Creation, modification,
or termination of a legal
relationship
• Declaratory relieft
1. ICC International Court
of Arbitration
2. Swiss Chambers’
Arbitration Institution
3. WIPO Arbitration and
Mediation Center
4. Court of Arbitration for
Sport (CAS)
Governing
Bodies
Below are the most
popular organizations