Exclusive Subcontractor Agreement Template for Germany

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Key Requirements PROMPT example:

Exclusive Subcontractor Agreement

"I need an Exclusive Subcontractor Agreement for a German manufacturing company appointing a specialized components supplier as their sole provider in Bavaria and Baden-Württemberg, starting March 2025, with strict quality control requirements and provisions for technical specifications."

Document background
The Exclusive Subcontractor Agreement is essential for businesses operating in Germany who wish to establish a dedicated, exclusive service relationship with a subcontractor. This document is particularly relevant when a company needs to secure specialized services or capabilities on an exclusive basis while maintaining clear separation from employment relationships. The agreement must comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and competition laws. It addresses key areas such as service exclusivity, performance standards, compensation, and risk allocation, while incorporating necessary safeguards against Scheinselbständigkeit. This type of agreement is commonly used in technical, professional, and manufacturing sectors where consistent, reliable, and exclusive service provision is crucial for business operations.
Suggested Sections

1. Parties: Identification of the contracting parties - the main contractor and the subcontractor

2. Background: Context of the agreement, nature of the parties' businesses, and general purpose of the arrangement

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Territory', 'Exclusivity Period', etc.

4. Appointment and Scope: Terms of exclusive appointment, scope of services, and territorial limitations

5. Exclusivity Obligations: Detailed provisions regarding the exclusive nature of the relationship and any exceptions

6. Subcontractor's Obligations: Core responsibilities, service standards, reporting requirements, and compliance obligations

7. Main Contractor's Obligations: Support, information, and resources to be provided by the main contractor

8. Independence and Status: Clear statement of subcontractor's independent status to avoid Scheinselbständigkeit issues

9. Fees and Payment Terms: Compensation structure, payment schedule, invoicing requirements, and tax provisions

10. Term and Termination: Duration of agreement, renewal terms, and termination rights

11. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP

12. Confidentiality: Protection of trade secrets and confidential information

13. Data Protection: GDPR compliance and data processing obligations

14. Liability and Insurance: Limitation of liability, indemnification, and required insurance coverage

15. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Non-Competition: Additional restrictions on competitive activities, used when stronger protection is needed beyond exclusivity

2. Personnel Requirements: Specific qualifications or certifications required for subcontractor's personnel, used in technical or regulated industries

3. Quality Management: Detailed quality control procedures, used in manufacturing or when specific standards must be met

4. Change Control: Procedures for changing service scope or specifications, important for complex or long-term projects

5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts

6. Exit Management: Detailed procedures for contract termination and transition, important for complex service relationships

7. Compliance with Industry Standards: Specific industry regulations or standards, used in regulated sectors

8. Environmental Requirements: Environmental protection obligations, relevant for manufacturing or construction subcontractors

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services to be provided

2. Schedule 2 - Service Levels: Performance metrics, KPIs, and quality standards

3. Schedule 3 - Fee Schedule: Detailed pricing, payment terms, and calculation methods

4. Schedule 4 - Required Insurance: Types and levels of insurance coverage required

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and procedures

6. Schedule 6 - Approved Personnel: List of key personnel or subcontractor employees approved to provide services

7. Schedule 7 - Technical Requirements: Technical specifications, systems, or equipment requirements

8. Appendix A - Form of Reports: Templates for required regular reporting

9. Appendix B - Emergency Contact Details: List of key contacts and escalation procedures

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Information Technology

Construction

Professional Services

Engineering

Automotive

Research and Development

Software Development

Industrial Services

Logistics

Technical Consulting

Healthcare Technology

Relevant Teams

Legal

Procurement

Operations

Supply Chain

Compliance

Risk Management

Commercial

Technical Operations

Vendor Management

Strategic Sourcing

Project Management Office

Business Development

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Operations Director

Project Manager

Supply Chain Manager

Business Development Manager

Commercial Director

Technical Director

Compliance Officer

Risk Manager

Chief Operations Officer

Vendor Manager

Strategic Sourcing 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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