Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

¹ Com­pany mem­bers are ob­liged to safe­guard busi­ness secrets.

² They must re­frain from do­ing any­thing det­ri­ment­al to the in­terests of the com­pany. In par­tic­u­lar, they may not carry on busi­ness that brings them a spe­cial ad­vant­age but which ad­versely af­fects the ob­jects of the com­pany. The art­icles of as­so­ci­ation may provide that com­pany mem­bers be pro­hib­ited from car­ry­ing on any activ­it­ies in com­pet­i­tion with the com­pany.

³ The com­pany mem­bers may carry on any activ­it­ies that are con­trary to the duty of loy­alty or a pro­hib­i­tion of com­pet­i­tion provided all the oth­er com­pany mem­bers con­sent in writ­ing. The art­icles of as­so­ci­ation may provide that the con­sent of the mem­bers' gen­er­al meet­ing be re­quired in­stead.

⁴ The spe­cial reg­u­la­tions on pro­hib­i­tion of com­pet­i­tion clauses ap­plic­able to man­aging dir­ect­ors are re­served.