Contract Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

Contract Transfer Agreement

"I need a Contract Transfer Agreement under German law to transfer our software licensing agreement with TechCorp GmbH to our newly formed subsidiary, with the transfer to take effect from March 1, 2025, and including provisions for transitional support services."

Document background
The Contract Transfer Agreement is a crucial document used in German business practice when one party wishes to transfer its entire position in a contract to a third party. This situation commonly arises during corporate restructurings, mergers and acquisitions, or business succession planning. The agreement must comply with German law requirements, particularly the German Civil Code (BGB) provisions on assignment of rights and assumption of obligations. It includes detailed provisions about the transfer timing, the specific rights and obligations being transferred, and any conditions precedent. The document typically requires tripartite execution, as the consent of all parties (transferor, transferee, and the remaining original party) is necessary under German law. This agreement is distinct from a simple assignment as it transfers both rights and obligations, making it a more comprehensive solution for contract transfers.
Suggested Sections

1. Parties: Identification of the Transferor (original party), Transferee (new party), and the Remaining Party (the other party to the original contract)

2. Background: Context of the original contract and the reason for the transfer

3. Definitions: Key terms used in the agreement, including 'Original Contract', 'Transfer Date', 'Transferred Rights', and 'Transferred Obligations'

4. Transfer of Contract: Core provision detailing the transfer of rights and obligations from Transferor to Transferee

5. Effective Date: Specification of when the transfer becomes effective

6. Consents and Approvals: Confirmation of necessary consents, including explicit consent of the Remaining Party

7. Representations and Warranties: Standard representations regarding authority, capacity, and validity of the transfer

8. Rights and Obligations Post-Transfer: Clarification of the parties' positions after the transfer takes effect

9. Costs and Taxes: Allocation of transfer-related costs and tax implications

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

11. Execution: Signature blocks for all three parties

Optional Sections

1. Security and Guarantees: Required when the original contract includes security arrangements or guarantees that need to be transferred or replaced

2. Intellectual Property: Needed when the transferred contract involves IP rights or licenses

3. Data Protection: Required when personal data processing is involved in the transferred contract

4. Employee Matters: Necessary when the transfer affects employment relationships

5. Transitional Provisions: Used when the transfer requires a phased implementation or temporary arrangements

6. Confidentiality: Optional section for additional confidentiality obligations specific to the transfer

7. Further Assurance: Optional clause requiring parties to take additional steps to perfect the transfer if needed

Suggested Schedules

1. Schedule 1 - Original Contract: Copy of the contract being transferred

2. Schedule 2 - Transferred Rights and Obligations: Detailed list of specific rights and obligations being transferred

3. Schedule 3 - Consent Letters: Copies of any third-party consents obtained for the transfer

4. Schedule 4 - Transfer Documentation: Any additional forms or documents required under German law to effect the transfer

5. Schedule 5 - Existing Security Documents: If applicable, copies of any security documents related to the original contract

6. Appendix 1 - Notice Forms: Template notices to be sent to relevant third parties regarding the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Technology

Telecommunications

Energy

Healthcare

Construction

Retail

Professional Services

Transportation and Logistics

Insurance

Relevant Teams

Legal

Compliance

Finance

Commercial

Business Development

Risk Management

Operations

Corporate Development

Mergers & Acquisitions

Contract Administration

Relevant Roles

Legal Counsel

Corporate Lawyer

Contract Manager

Business Development Manager

Chief Legal Officer

Compliance Officer

Risk Manager

Commercial Director

Chief Financial Officer

M&A Manager

Corporate Secretary

General Counsel

Operations Director

Project Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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