// legal_faq

Swiss employment law and your side project. What you can build, what you can say, and how to protect yourself. This page covers the three legal provisions that matter for past5pm builders.

⚠ This is not legal advice. past5pm is not a law firm. This page provides general information about Swiss employment law provisions relevant to side projects. Builders with questions about their specific employment contracts should consult a Swiss employment lawyer. Laws referenced are current as of March 2026.

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01 Three provisions that matter

Swiss bank, insurance, and government employees who build side projects face three overlapping legal provisions. Understanding them is essential for participating in past5pm responsibly.

ProvisionQuestion it answersRisk for builders
Art. 332 ORWho owns the IP?Medium β€” depends on how/when/where
Art. 321a ORWhat can you say publicly?High β€” gap explanations are the sensitive area
Art. 47 BankGClient data, internal processes?Low β€” past5pm projects should never involve client data

02 Art. 332 OR β€” Who owns your side project?

Swiss law distinguishes three categories of employee inventions. The category determines who owns the IP.

Task inventions

Auftragserfindungen β€” created in the course of work AND in performance of contractual obligations. Belong to the employer automatically. If your contract says "build payment systems" and you build a payment tool at work β†’ employer owns it.

Opportunity inventions

Gelegenheitserfindungen β€” created in the course of work BUT not in contractual obligations. Employer can claim only with a written agreement. Most Swiss bank contracts include this clause. Employer must pay remuneration if exercised.

Free inventions

Freie Erfindungen β€” created entirely outside work, without company resources, unrelated to contractual duties. Belong to the employee. Overly broad employer reservation clauses may violate Art. 27 ZGB.

Art. 332(1) OR "Inventions and designs produced by the employee alone or in collaboration with others in the course of his work for the employer and in performance of his contractual obligations belong to the employer, whether or not they may be protected."
Art. 332(2) OR "By written agreement, the employer may reserve the right to acquire inventions and designs produced by the employee in the course of his work for the employer but not in performance of his contractual obligations."

When is a side project a "free invention"?

A project is most likely a free invention if all of the following are true:

βœ“Built on personal time (weekends, evenings, vacation)
βœ“Built on personal equipment (own laptop, own cloud accounts)
βœ“Uses only publicly available information (published API docs, open standards, regulatory docs)
βœ“Not directly related to your contractual job duties
βœ“Does not use proprietary code, internal tools, or employer-provided resources

The grey zone: if your day job involves bLink integration and you build blinkcli on weekends, the bank could argue domain expertise came from the job. The stronger the separation between job duties and side project, the stronger the free invention case.

03 Art. 321a OR β€” Duty of loyalty & confidentiality

This is the provision most relevant to past5pm's gap explanations and build logs. It has four components.

Art. 321a(1) OR β€” General loyalty "The employee must carry out the work assigned to him with due care and loyally safeguard the employer's legitimate interests."
Art. 321a(3) OR β€” No competing work "For the duration of the employment relationship the employee must not perform any paid work for third parties in breach of his duty of loyalty, in particular if such work is in competition with his employer."
Art. 321a(4) OR β€” Confidentiality "For the duration of the employment relationship the employee must not exploit or reveal confidential information obtained while in the employer's service, such as manufacturing or trade secrets; he remains bound by such duty of confidentiality even after the end of the employment relationship."

What this means in practice

Listing a project on past5pm is not "paid work" at the time of listing. However, if the project could be seen as competing with the employer, the duty of loyalty may be relevant.

The loyalty duty depends on your position. High-level employees (C-suite, division heads) face much stricter obligations than operational staff. A junior developer's weekend prototype is held to a different standard than a head of digital banking launching a competing platform.

You may not share information harmful to employer reputation β€” even if true. Gap explanations that name the employer and criticize their strategy could trigger this provision.

04 Art. 47 BankG β€” Banking secrecy

For bank employees specifically, the Banking Act imposes criminal penalties for unauthorized disclosure of client information. This creates a culture of extreme caution about any external disclosure.

This does not directly apply to past5pm projects β€” no project should involve client data. But it means bank employees are conditioned to treat any external communication as potentially risky. Even generic descriptions of internal processes can make compliance officers nervous.

Rule: past5pm projects and gap explanations must never reference specific clients, transactions, account numbers, internal systems architecture, or any information that could be traced to specific banking relationships.

05 Art. 340 OR β€” Post-employment non-compete

Some Swiss FS employment contracts include non-compete clauses (Konkurrenzverbot). These are only valid if:

β†’Agreed in writing
β†’The employee actually had insight into clientele or trade secrets
β†’Use of this knowledge could cause considerable harm to the employer
β†’Limited to a maximum of 3 years

Courts can reduce overly broad clauses. The clause becomes void if the employer terminates without cause (Art. 340c OR). During employment, Art. 321a (not Art. 340) is the relevant provision.

06 Safe harbor guidelines

These practices do not guarantee legal safety but maximize the builder's position.

For the project itself

01Build on personal time, with personal equipment
02Use only publicly available information and open-source tools
03Do not reuse proprietary code from your employer
04Keep the project clearly outside your contractual job duties
05Document the separation: keep a log of when you worked on it and what resources you used

For your identity

01Anonymous and pseudonymous submissions are supported on past5pm
02Sector-level disclosure ("banking") is sufficient β€” employer name is never required
03LinkedIn connection is optional and at the builder's discretion
04If you connect LinkedIn, be aware that your employer may see the association

07 Writing safe gap explanations

The gap explanation is past5pm's most valuable and most legally sensitive content. Here's how to write one that documents the institutional blocker without crossing legal lines.

βœ… SAFE: "SIX bLink's published API documentation states that camt.054 messages cannot be delivered through a bLink connection."
βœ… SAFE: "FINMA circular 2018/3 on outsourcing is published as a PDF with no machine-readable version available."
βœ… SAFE: "Swiss banks generally face a coordination problem with KYC portability because no single institution benefits from standardization."
⚠️ RISKY: "My bank's innovation team evaluated stablecoin accounting in Q3 and the CTO rejected it." β€” References internal decision-making process.
❌ UNSAFE: "Our internal roadmap shows we're planning to launch X in 2027 but won't because of internal politics." β€” Reveals proprietary strategic information.
❌ UNSAFE: Any reference to client data, specific transactions, internal system names, or information traceable to specific banking relationships.

The golden rule

Reference only what's publicly available. Published API docs, public standards (ISO 20022, eCH), regulatory documents (FINMA circulars), industry reports, and general industry knowledge. Frame gaps in terms of industry structure ("banks generally don't...") rather than specific institutional decisions ("my bank decided not to...").

08 Moonlighting disclosure template

Some builders may want to proactively disclose their side project to their employer's HR department. This is rare in Swiss banking but removes ambiguity. Below is a template β€” not yet reviewed by a lawyer.

// side_project_disclosure β€” template

Dear [HR Department / Line Manager],

I am writing to inform you that I maintain a personal technology project outside of my employment duties.

Project name: [project name]
Description: [one-sentence description]
Public URL: [demo URL]

I confirm the following:

β€’ This project is developed entirely on my personal time (outside working hours) and using my personal equipment.
β€’ The project does not use any proprietary code, internal documentation, trade secrets, or confidential information from [employer name].
β€’ The project is based exclusively on publicly available information (published API documentation, public standards, regulatory documents).
β€’ The project does not involve any client data or information subject to banking secrecy.
β€’ I do not consider this project to be in competition with [employer name]'s business.

I have listed this project on past5pm (past5pm.net), a community platform for technology prototypes in Swiss financial services. The listing includes a description and technical documentation. No confidential information from [employer name] is disclosed.

I am happy to discuss this further if you have any questions.

Kind regards,
[Your name]

Status: This template has not been reviewed by a Swiss employment lawyer. past5pm plans to commission a legal review (est. CHF 2,000–5,000). Use at your own discretion. Sending this letter is entirely voluntary β€” past5pm does not require it.

The work speaks for itself

Understanding the legal landscape is important. But the best protection is building something great, documenting it publicly, and letting the community validate the demand.

β–Έ submit your project