Key Person Agreement Template for Germany

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Key Requirements PROMPT example:

Key Person Agreement

"I need a Key Person Agreement under German law for our incoming Chief Technology Officer, starting March 2025, including provisions for stock options, international travel requirements, and special IT security compliance obligations."

Document background
The Key Person Agreement is essential for companies operating in Germany who need to secure and retain individuals vital to their business success. This agreement is typically used when hiring or promoting employees to critical positions where their skills, knowledge, or relationships are fundamental to the company's operations or strategic objectives. The document combines mandatory German employment law requirements with specific provisions addressing the unique aspects of key personnel positions, including detailed compensation packages, performance expectations, and protective covenants. It is particularly relevant in situations involving senior executives, technical experts, or individuals with specialized knowledge or client relationships. The agreement must carefully balance the company's need to protect its interests with the limitations imposed by German employment law, particularly regarding post-employment restrictions and data protection requirements.
Suggested Sections

1. Parties: Identification of the company and the key person, including full legal names and addresses

2. Background: Context of the agreement, importance of the role, and general purpose

3. Definitions: Key terms used throughout the agreement, including company group, cause, competitors, etc.

4. Appointment and Role: Specific position, duties, and responsibilities of the key person

5. Term and Notice Periods: Duration of the agreement and notice requirements for termination

6. Duties and Responsibilities: Detailed description of key person's obligations, reporting lines, and performance expectations

7. Working Time and Location: Working hours, flexibility requirements, and primary work location

8. Remuneration: Base salary, review mechanisms, and payment terms

9. Bonus and Incentives: Performance-based compensation, targets, and payment conditions

10. Benefits: Standard benefits package and any additional benefits specific to the role

11. Confidentiality: Protection of company information and trade secrets

12. Intellectual Property: Assignment of IP rights and related obligations

13. Non-Competition: Post-employment competition restrictions (subject to German law limitations)

14. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

15. Termination: Grounds for termination, process, and consequences

16. Data Protection: GDPR compliance and data processing consent

17. Governing Law: Confirmation of German law application and jurisdiction

Optional Sections

1. Equity Participation: Terms of share options or other equity participation, used when offering equity-based incentives

2. International Travel: Specific provisions for international assignments or travel, used when role requires significant travel

3. Change of Control: Provisions dealing with company ownership changes, used in larger corporations

4. Garden Leave: Provisions for paid leave during notice period, used for sensitive positions

5. Retention Bonus: Special bonus for remaining with company, used for retention of critical personnel

6. Board Position: Additional provisions for board membership, used when key person serves on management board

7. Compliance Requirements: Specific regulatory compliance obligations, used in regulated industries

8. Retirement Benefits: Special pension or retirement arrangements, used for senior executives

Suggested Schedules

1. Job Description: Detailed outline of role, responsibilities, and performance expectations

2. Compensation Structure: Detailed breakdown of all compensation elements and calculations

3. Bonus Scheme: Specific targets, metrics, and calculation methods for variable compensation

4. Benefits Package: Detailed description of all benefits and their terms

5. Share Option Plan: Terms and conditions of any equity participation

6. Company Policies: Key company policies applicable to the position

7. Performance Metrics: Specific KPIs and evaluation criteria

8. Approved Outside Activities: List of permitted external commitments or board positions

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

Technology

Financial Services

Manufacturing

Pharmaceuticals

Automotive

Professional Services

Healthcare

Energy

Telecommunications

Chemical Industry

Software Development

Biotechnology

Industrial Engineering

Consulting

Relevant Teams

Executive Leadership

Research & Development

Sales Leadership

Product Development

Technology

Operations

Finance

Strategy

Business Development

Engineering

Scientific Research

Client Services

Innovation

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Managing Director

Head of Research & Development

Senior Technical Architect

Key Account Director

Principal Scientist

Head of Sales

Lead Product Designer

Chief Operating Officer

Head of Strategy

Technical Fellow

Senior Research Scientist

Executive Vice President

Director of Operations

Principal Engineer

Head of Business Development

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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