Consultant Retainer Agreement Template for Germany

The Consultant Retainer Agreement is essential for businesses seeking to establish long-term professional advisory relationships under German law. This document is typically used when a client requires regular access to specialized expertise without creating an employment relationship. It carefully delineates the scope of services, payment terms, and professional obligations while ensuring compliance with German legal requirements, including the German Civil Code (BGB) and commercial law provisions. The agreement addresses critical aspects such as independent contractor status, confidentiality, intellectual property rights, and data protection under GDPR and German federal law. It's particularly valuable for ongoing consulting arrangements where regular access to expertise is needed but a full-time employee is not required or desired.

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details for legal entities

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement defined for clarity and consistent interpretation

4. Scope of Services: Detailed description of the consulting services to be provided, including any ongoing retainer obligations

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Fees and Payment Terms: Retainer fee structure, payment schedule, expenses, and invoicing procedures

7. Independent Contractor Status: Clear statement of consultant's independent status and not an employee, with relevant German law provisions

8. Consultant's Obligations: Key responsibilities, availability, quality standards, and reporting requirements

9. Client's Obligations: Client's responsibilities including provision of information, access, and cooperation

10. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing IP

11. Confidentiality: Protection of confidential information and trade secrets in accordance with German law

12. Data Protection: GDPR and BDSG compliance requirements and data handling procedures

13. Liability and Indemnification: Limitation of liability and indemnification provisions compliant with German law

14. Force Majeure: Circumstances excusing performance under German law

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

16. General Provisions: Standard clauses including severability, entire agreement, and amendments