Equity Linked Agreement Template for Germany

This Equity Linked Agreement is designed for use in structured financial transactions under German law where parties wish to create an investment product linked to the performance of underlying equity securities or indices. The document is typically used by financial institutions, investment banks, and institutional investors for establishing complex financial products that provide exposure to equity markets while maintaining specific risk and return characteristics. The agreement incorporates all necessary provisions required under German securities laws, banking regulations, and applicable EU directives, including detailed terms for calculation methods, risk disclosures, and investor protections. It is particularly relevant in cases where parties need a robust legal framework for equity-linked investments that complies with German regulatory requirements and market standards.

1. Parties: Identification of contracting parties, including regulatory status and capacity

2. Background: Context of the agreement, purpose, and relationship between parties

3. Definitions and Interpretation: Key terms, calculation periods, business day conventions, and interpretation rules

4. Structure of the Investment: Description of the equity-linked product, underlying assets, and investment structure

5. Subscription and Settlement: Terms of investment, payment mechanics, and settlement procedures

6. Calculation of Returns: Methodology for calculating equity-linked returns, participation rates, and adjustments

7. Payment Terms: Payment dates, calculation periods, and payment mechanics

8. Market Disruption Events: Provisions for handling market disruptions, adjustments, and extraordinary events

9. Early Termination Rights: Circumstances allowing early termination and associated procedures

10. Representations and Warranties: Standard and specific representations by both parties

11. Risk Disclosures: Mandatory risk warnings and disclosures under German law

12. Tax Provisions: Tax treatment, withholding obligations, and related representations

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

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