# Legal Playbook Configuration — Switzerland (OpenCaseLaw template v0.1) This playbook adapts Anthropic's Claude for Legal plugin to Swiss law. Copy it to `.claude/legal.local.md` in your project (Claude Code) or into a folder you share with Cowork; the plugin's contract review, NDA triage, response and compliance skills read it as your organisation's playbook. It is a template: values in [brackets] are yours to set. It is not legal advice. Statute references were retrieved from the Fedlex mirror through OpenCaseLaw on 2026-09-09 (OR consolidated 2026-01-01 with amendments pending 2026-10-01 and 2027-07-01; ZGB 2026-07-01; DSG 2025-07-07; UWG 2025-01-01; StGB 2026-06-12; URG 2025-07-01; IPRG 2026-01-01; ZPO 2026-07-01; KG 2023-07-01). Re-verify before relying on them. Items marked [practice note, not statute-verified] are drafting practice, not statute text. ## Jurisdiction and verification rule - Jurisdiction: Switzerland. Federal private law (OR, ZGB), data protection (DSG), unfair competition (UWG), cartels (KG), civil procedure (ZPO), conflict of laws (IPRG). Canton of seat: [ZH]. Contract languages: DE, FR, IT, EN. - VERIFY BEFORE YOU WRITE. Whenever this playbook or your analysis states what a Swiss provision says, retrieve the article first with the OpenCaseLaw connector (`get_law` for federal law, `get_legislation` for cantonal law; `as_of` for the text in force at a past date). Take case citations only from `cite` or `find_leading_cases`. Quote only text returned by `get_law`, `get_erwaegung` or `get_regeste`. Run `attest_response` on any analysis that cites a decision or an article before returning it. If the OpenCaseLaw connector is not connected, say so and label every statute statement "unverified". - Cite as "Art. 100 Abs. 1 OR" (DE) or "art. 100 al. 1 CO" (FR). Never cite from memory; recall of Swiss article numbers is unreliable. ## Contract Review Positions ### Limitation of Liability - Standard position: mutual cap at [12] months of fees paid or payable; indirect and consequential damages excluded for both parties. - Acceptable range: [6–24] months of fees. - Statutory floor (mandatory): Art. 100 Abs. 1 OR — an advance agreement excluding liability for unlawful intent or gross negligence is void. Art. 100 Abs. 2 OR — the court may also void an advance waiver for slight negligence where the waiving party was in the other party's service or the liability arises from a licensed business. Art. 101 OR, Abs. 2 and 3 — liability for auxiliary persons may be limited or excluded in advance, but in the service and licensed-business cases at most for slight negligence. - Escalation trigger: uncapped liability; a cap below [6] months; any wording that purports to exclude gross negligence or intent (void, and a signal that the drafter did not work from Swiss law). - Redline note to offer: "Nothing in this clause limits liability for unlawful intent or gross negligence (Art. 100 OR)." ### Warranty for defects (sale of goods) - Statutory floor: Art. 199 OR — an agreement excluding or limiting warranty is invalid where the seller fraudulently concealed the defects. Art. 210 OR — warranty claims prescribe two years after delivery (five years for goods integrated into an immovable work); shortening below two years (one year for used goods) is invalid where the goods are for the buyer's personal or family use and the seller acts professionally. - Escalation trigger: warranty exclusions in consumer-facing terms; exclusions paired with knowledge of defects. ### Indemnification - Standard position: mutual indemnification (Schadloshaltung) for third-party IP infringement claims and for data-protection breaches; subject to the liability cap except for intent and gross negligence. - Acceptable: indemnification limited to third-party claims; defence control with the indemnifying party. - Escalation trigger: unilateral indemnity for "any breach"; uncapped indemnity outside IP and data. - Note: Swiss law has no separate indemnity doctrine; the Art. 100 OR floor applies to indemnities as to any liability clause. ### IP Ownership - Standard position: each party retains pre-existing IP; deliverables are assigned or licensed as expressly agreed; feedback licences narrowly scoped. - Statutory background: Art. 332 OR — inventions and designs made by an employee in the course of work and in performance of contractual duties belong to the employer; acquiring other work-related inventions requires a written agreement, written notice and a special reasonable compensation. Art. 17 URG — for computer programs created in an employment relationship in the course of work duties, the employer alone may exercise the exclusive rights of use. - Escalation trigger: contractor or agency deliverables without an express assignment (there is no work-for-hire rule for contractors); assignment of the customer's pre-existing IP; unrestricted feedback licences. ### Data Protection - Applicable law: Datenschutzgesetz vom 25. September 2020 (DSG, SR 235.1). Whether the GDPR also applies is a separate territorial-scope question this playbook does not answer; do not replace the DSG with GDPR terms for Swiss data subjects. - Standard position: a data processing agreement is required whenever a vendor processes personal data on our behalf (Auftragsbearbeiter). Art. 9 DSG — the processor may process only as the controller itself could and only where no statutory or contractual secrecy duty forbids the transfer; the controller must satisfy itself that the processor can guarantee data security (Art. 8 DSG); sub-processing only with the controller's prior approval. - Cross-border transfers: Art. 16 DSG — transfer abroad is permitted where the Federal Council has found adequate protection; otherwise with a treaty, data-protection clauses in a contract notified to the EDÖB beforehand, standard data-protection clauses the EDÖB has approved, issued or recognised, or binding corporate rules approved beforehand. Art. 17 DSG — exceptions include explicit consent, a direct connection with the conclusion or performance of a contract, and establishing or enforcing legal claims before a foreign court or authority. [practice note, not statute-verified: the EU standard contractual clauses are used with a Swiss annex as recognised clauses.] - Breach notification: Art. 24 DSG — the controller notifies the EDÖB "so rasch als möglich" of a breach likely to lead to a high risk for the data subject; the processor notifies the controller "so rasch als möglich"; data subjects are informed where needed for their protection or where the EDÖB requires it. There is no statutory 72-hour rule in the DSG; do not state one. Contract position: the processor notifies within [24–48] hours. - Records and assessments: Art. 12 DSG — controllers and processors keep a record of processing activities (the Federal Council exempts companies with fewer than 250 employees whose processing carries a low risk). Art. 22 DSG — a data protection impact assessment (DSFA) before processing that may carry a high risk. Art. 19 DSG — information duty when collecting personal data. Art. 14 DSG — foreign controllers designate a representative in Switzerland under the listed conditions. - Why it matters: Art. 61 DSG — fines up to CHF 250,000 on private persons, on complaint, for intentionally transferring data abroad without the Art. 16/17 safeguards, engaging a processor without the Art. 9 conditions, or failing the minimum security requirements. Art. 60 Abs. 1 DSG — the same fine, on complaint, for intentionally false or incomplete information or for omitting the Art. 19/21 information; Art. 60 Abs. 2 DSG — the same fine, without a complaint requirement, for false information or refused cooperation in an EDÖB investigation. (Art. 62 and 63 not retrieved; verify before citing.) - Escalation trigger: no DPA offered; transfer to a country without adequacy and without Art. 16 guarantees; a GDPR-only DPA that ignores the DSG for Swiss data subjects. ### Confidentiality - Standard position: mutual; obligations survive [3] years after termination; trade secrets for as long as they remain secret. - Statutory background: Art. 321a Abs. 4 OR — an employee may not exploit or disclose secrets learned in service during employment and remains bound after it ends insofar as the employer's legitimate interests require. Art. 162 StGB — betraying a manufacturing or business secret one was bound to keep is a criminal offence on complaint. Art. 6 UWG — exploiting or disclosing secrets obtained unlawfully is unfair competition. ### Term and Termination - Standard position: [annual] term; [30] days' termination for convenience; auto-renewal acceptable with a notice window of at least [60] days; consumer-facing general terms must not create a significant and unjustified imbalance contrary to good faith (Art. 8 UWG). - Statutory floor (mandatory): Art. 404 OR — a mandate (Auftrag) may be revoked or terminated by either party at any time; termination at an inopportune time obliges the terminating party to compensate the resulting damage. BGE 115 II 464 E. 2 holds that the free right of revocation in a mandate may neither be waived nor restricted by contract, and that this applies to pure mandates and to mixed contracts for which the mandate rules on the parties' temporal binding are appropriate. BGE 109 II 462 (Regeste) affirms the admissibility of a contractual penalty for revocation at an inopportune time, so a penalty tied to untimely revocation is not the same as a clause excluding revocation. [practice note, not statute-verified: minimum terms and exclusivity in consulting or advisory agreements are the clauses that typically restrict revocation; a termination fee must be read as either a penalty for untimely revocation (admissible in principle, subject to reduction under Art. 163 Abs. 3 OR) or a restriction of the right itself (not admissible).] Flag YELLOW and explain; RED where the deal economics depend on the lock-in. Counsel characterises the contract (mandate, work contract, or mixed) before the clause is judged. - Escalation trigger: long initial terms with no exit; auto-renewal with a notice window under [30] days; no cure period for termination for cause. ### Governing Law - Preferred: Swiss law; courts of [Zurich]; the Handelsgericht where the dispute is commercial (Art. 6 ZPO: the business activity of at least one party is concerned, the amount in dispute exceeds CHF 30,000 or the dispute is non-pecuniary, and the parties are registered as legal entities in the Swiss commercial register or a comparable foreign register; not for employment disputes or the lease of residential or business premises). - Statutory background: Art. 116 IPRG — the contract is governed by the law chosen by the parties; the choice must be express or clearly evident. Art. 17 ZPO (domestic) and Art. 5 IPRG (international) — forum selection in writing or in a form allowing proof by text; exclusive unless the agreement says otherwise; under Art. 5 Abs. 2 IPRG it is ineffective where a party is abusively deprived of a Swiss forum. Art. 35 ZPO — consumers, tenants of residential or business premises, agricultural lessees and employees cannot waive their statutory forums in advance. - Acceptable: other Swiss cantons; England and Wales, EU member-state or US commercial courts for cross-border deals; arbitration seated in Switzerland under the Swiss Rules for international contracts. - Escalation trigger: foreign law and a foreign exclusive forum for a Switzerland-only deal; forum waivers by consumers or employees; arbitration in an unusual venue. ### Payment Terms - Standard position: net [30] days. Art. 104 Abs. 1 OR — default interest of five per cent per year on late payment even if the contractual interest is lower; a higher contractual rate continues to apply during default (Abs. 2). ### Penalties and liquidated damages - Art. 163 OR — the parties may fix a contractual penalty (Konventionalstrafe) in any amount, but the court reduces excessive penalties. Position: a proportionate penalty is YELLOW, not RED, in NDAs and service contracts; escalate where the amount is out of proportion to the interest protected. ### Limitation periods - Art. 127 OR — ten years for all claims for which federal civil law provides nothing else. Art. 128 OR — five years for periodic payments such as rent and interest, for food and hospitality debts, and for claims from craft work, retail sale, medical care, the professional work of lawyers and notaries, and the employment relationship. Survival and warranty clauses are read against these periods. ### Form and e-signature - Art. 13 Abs. 1 OR — a contract for which statute prescribes written form must bear the signatures of all persons to be bound. Art. 14 Abs. 2bis OR — only a qualified electronic signature combined with a qualified time stamp under the ZertES equals a handwritten signature. A standard e-signature (simple or advanced) does not satisfy statutory written form. - Provisions that require statutory written form and therefore a qualified electronic signature or wet ink: assignment of claims (Art. 165 Abs. 1 OR), an employee non-compete (Art. 340 Abs. 1 OR), the employer's reservation of employee inventions (Art. 332 Abs. 2 OR). Add to the pre-signature checklist: "Does any provision require statutory written form? If yes, route for a qualified electronic signature or wet-ink signature." ### Record retention - Art. 958f OR — business books, accounting records, the annual report and the audit report are kept for ten years from the end of the financial year. Return and destruction clauses need a retention exception for this. ## NDA Defaults - Mutual obligations required unless we only disclose. - Term: [3] years; survival [3–5] years; trade secrets while secret. - Standard carveouts: public knowledge, prior possession, independent development, third-party receipt, legal compulsion (with notice where permitted). - Permitted disclosures: employees, advisers and affiliates with a need to know, bound by equivalent obligations. - Return and destruction with a retention exception for statutory record keeping (Art. 958f OR) and backups. - Non-compete or non-solicit in a business-to-business NDA: not per se prohibited, but check Art. 27 Abs. 2 ZGB (no one may restrict the use of their freedom to a degree that violates law or morals) and Art. 5 KG (agreements between actual or potential competitors on prices, quantities or the allocation of markets by territory or partner are presumed to eliminate effective competition). RED where the counterparty is a competitor. - Employee non-compete clauses: Art. 340 OR — in writing, and binding only where the employee had insight into customers or manufacturing or business secrets whose use could seriously harm the employer; Art. 340a OR — limited in place, time and subject, more than three years only in special circumstances, the court may reduce an excessive clause; Art. 340b OR — damages, an agreed penalty, and removal of the breach only where specifically agreed in writing and justified; Art. 340c OR — the clause lapses where the employer demonstrably has no significant interest left, or terminates without a reason attributable to the employee, or the employee terminates for a reason the employer is responsible for. - Penalty clauses: acceptable if proportionate (Art. 163 OR); flag if excessive. - Governing law Swiss; forum [Zurich]; text form suffices for the forum clause (Art. 17 Abs. 2 ZPO). ## Data Subject Requests (Auskunftsbegehren) - Art. 25 DSG — anyone may ask a controller whether personal data about them is processed; the minimum content of the answer is listed in Abs. 2; the controller remains responsible when a processor processes the data (Abs. 4); no advance waiver (Abs. 5); free of charge as a rule (Abs. 6); "in der Regel innerhalb von 30 Tagen" (Abs. 7). Health data may be communicated through a designated health professional with the data subject's consent (Abs. 3). - Art. 60 Abs. 1 lit. a DSG — intentionally false or incomplete information is punishable by a fine up to CHF 250,000 on complaint. - Template adjustments for the plugin's data-subject responses: cite the DSG, not the GDPR, for Swiss data subjects; deadline 30 days; supervisory authority EDÖB (Eidgenössischer Datenschutz- und Öffentlichkeitsbeauftragter). - Escalation: health or other sensitive data, litigation hold, current or former employees with an active dispute, requests from authorities. ## Compliance overlay (Swiss column for the compliance-check tables) | Topic | GDPR (plugin default) | Swiss DSG (verify with get_law before use) | |---|---|---| | Record of processing | Art. 30 | Art. 12 DSG (exemption below 250 employees, low risk) | | Impact assessment | Art. 35 | Art. 22 DSG (DSFA) | | Breach notification | 72 hours | Art. 24 DSG: "so rasch als möglich" to the EDÖB where high risk | | Processor contract | Art. 28 | Art. 9 DSG | | International transfer | Chapter V | Art. 16 and 17 DSG | | Privacy notice | Art. 13/14 | Art. 19 DSG | | Access request | Art. 15, one month | Art. 25 DSG, 30 days as a rule, free of charge | | Representative | Art. 27 | Art. 14 DSG | | Sanctions | administrative fines | Art. 60 and 61 DSG: up to CHF 250,000 on private persons (on complaint, except Art. 60 Abs. 2) | ## Response Templates - Templates directory: [./templates/] (DE, FR, EN). Until configured, the plugin's defaults apply with the Swiss adjustments above. ## Risk framework adjustments - Where the risk matrix asks for "precedent", check `find_leading_cases` or `search_decisions` rather than estimating; cite through `cite`. ## Verification record Retrieved with `get_law` on 2026-09-09 (federal, German text): OR (SR 220) Art. 13, 14, 100, 101, 104, 127, 128, 163, 165, 199, 210, 321a, 332, 340, 340a, 340b, 340c, 404, 958f; ZGB (SR 210) Art. 27; DSG (SR 235.1) Art. 8, 9, 12, 14, 16, 17, 19, 22, 24, 25, 60, 61; UWG (SR 241) Art. 6, 8; StGB (SR 311.0) Art. 162; URG (SR 231.1) Art. 17; IPRG (SR 291) Art. 5, 116; ZPO (SR 272) Art. 6, 17, 35; KG (SR 251) Art. 5. Decisions checked with `cite` and `check_claim_support`: BGE 115 II 464 E. 2, BGE 109 II 462. The machine-readable list is `verified-references.json` next to this file; the repository test `tests/test_claude_legal_playbook.py` fails when the two drift apart.