Intellectual Property and Inventions Clause in Swiss Employment Contracts
Swiss employment law (Obligationenrecht articles 339–347) permits employers to claim ownership of work-related inventions, but only if the employment contract clearly assigns them. Without explicit wording, inventions belong to the employee. A well-drafted clause defines which inventions transfer, compensation rules, and notice procedures—preventing disputes over who owns software, designs, or processes created during employment.
Inventions and intellectual property created by your employee during work can become a source of conflict if your contract doesn't address ownership clearly. Swiss law doesn't automatically assign inventions to the employer.
A properly structured IP clause protects your company's innovations while respecting employee rights. It should cover which inventions are included, how compensation works, and what happens if the employee leaves.
What Swiss Law Permits and Requires
Under the Obligationenrecht (articles 339–347), inventions made by employees during employment may be claimed by the employer—but only if the employment contract explicitly assigns them. Without a clause, the employee retains ownership.
The law distinguishes between 'service inventions' (directly related to the company's business) and 'free inventions' (made outside work scope). Service inventions can be claimed; free inventions typically remain the employee's property unless the contract says otherwise.
- Service inventions: directly connected to your company's operations or customer relationships
- Free inventions: made with the employee's own resources, outside working hours, unrelated to your business
- Transfer requires written agreement in the contract—verbal claims have no legal force
- Compensation for assigned inventions must be 'fair' under Swiss law; unfair terms may be challenged
- Some cantons (e.g. Zurich, Geneva) have specific guidance on what 'fair' means in practice
- The clause must be specific enough that an employee understands what you're claiming
A Reasonable Default Structure
Most Swiss SMEs use a three-part approach: define which inventions belong to the company, set a compensation mechanism, and establish clear notification procedures.
The strongest clauses link invention ownership to the employee's role, work location, and department—not claiming everything globally, but clearly marking what's in scope.
- Specify that service inventions (related to your products, services, or customers) belong to the company
- State that free inventions (made outside work, with own resources) belong to the employee
- Require the employee to report all inventions within 10–14 days of creation or first use
- Define compensation: either a one-time lump sum (typically CHF 500–2,000 per invention), a percentage of revenue, or a bonus pool
- Include a waiver clause: employee can reclaim an invention if the company doesn't file a patent or register it within 12 months
- Name a contact person (HR, founder, CTO) to whom inventions must be reported
Common Disputes and How to Avoid Them
The most frequent conflict arises when the contract is vague: 'all inventions' sounds comprehensive but may be challenged as unfair or unreasonable. Specificity avoids litigation.
Disputes also occur over compensation. Assigning ownership without paying fairly, or paying only after the patent sells years later, creates resentment and legal exposure. Set expectations upfront.
- Vague clauses ('all intellectual property') are often struck down as unreasonable restraints on the employee's future work
- Forgetting to specify what counts as 'related to business' leads to claims over side projects unrelated to your company
- No notification process means the employee forgets to report, then the company claims it later—by then, evidence is lost
- Delayed or no compensation for assigned inventions creates legal risk and damages employee trust
- Not clarifying free vs. service inventions means disputes when an employee innovates on their own time but using company knowledge
- Failing to set a time limit for claiming inventions (a 'window of opportunity') creates indefinite exposure for the employee
Frequently asked questions
- Do I automatically own inventions my employee makes during work?
- No. Swiss law requires an explicit written clause in the employment contract. Without it, the employee owns the invention, even if made during work hours using company resources. The clause must clearly define which inventions transfer to you.
- Can I claim 'all inventions' with no limits?
- Not safely. Overly broad clauses (claiming everything globally, or inventions made years after departure) are often challenged as unfair. Courts expect you to define a reasonable scope tied to your actual business. A lawyer should review your specific clause.
- What counts as fair compensation for an assigned invention?
- Swiss law requires compensation to be 'fair,' but doesn't set a fixed amount. Typical models: flat fee per invention (CHF 500–2,000), percentage of revenue, or annual bonus pool. The amount should reflect the invention's value and market practice in your industry. If challenged, a court may adjust unfair terms.
General information for Swiss employers, not legal advice. Have a lawyer confirm anything with legal consequences.