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Limited Liability Agreement

Limited Liability Agreement Template for Germany

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement under German law for my software development company based in Munich, providing cloud services to automotive manufacturers, with specific focus on data protection and cyber security incidents, to be implemented by March 2025."

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Document background
This Limited Liability Agreement template is designed for use in business relationships where parties seek to clearly define and limit their liability exposure within the boundaries permitted by German law. The document is particularly relevant in professional services, technology, and manufacturing sectors where significant potential liabilities need to be managed. It includes essential provisions required under German law, such as mandatory exceptions for gross negligence and intentional misconduct, while allowing for customization based on specific business needs. The agreement is structured to comply with German legal requirements while providing practical protection for both service providers and their clients, incorporating necessary elements from the German Civil Code (BGB) and Commercial Code (HGB).
Suggested Sections

1. Parties: Identification and details of the contracting parties, including legal form and registration details as required under German law

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of services or activities covered by the liability limitation

5. Limitation of Liability: Core provisions detailing the agreed liability limitations, ensuring compliance with German law restrictions on liability exclusions

6. Exceptions to Limitation: Mandatory exceptions to liability limitations as required by German law (e.g., intentional misconduct, gross negligence)

7. Insurance Requirements: Minimum insurance coverage requirements for both parties

8. Duration and Termination: Term of the agreement and conditions for termination

9. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

10. Severability: Standard severability clause (salvatorische Klausel) as per German legal requirements

Optional Sections

1. Force Majeure: Additional provisions for extraordinary circumstances, recommended for long-term agreements or high-risk activities

2. Intellectual Property: IP-related liability limitations, necessary when services involve intellectual property

3. Data Protection: GDPR-related provisions, required when personal data processing is involved

4. Confidentiality: Detailed confidentiality obligations and related liability, necessary for agreements involving sensitive information

5. Third Party Rights: Provisions regarding liability related to third party claims, recommended for complex service arrangements

6. Compliance Requirements: Specific compliance obligations and related liability, necessary for regulated industries

7. Assignment and Subcontracting: Provisions regarding transfer of rights and obligations, recommended for complex business relationships

Suggested Schedules

1. Schedule 1 - Service Level Agreement: Detailed service levels and associated liability caps for specific services

2. Schedule 2 - Insurance Requirements: Detailed insurance requirements including minimum coverage amounts and types

3. Schedule 3 - Technical Specifications: Technical details of services or products covered by the liability limitation

4. Appendix A - Contact Details: Key contact persons and notification procedures

5. Appendix B - Compliance Certificates: Copies of relevant compliance certificates or licenses

6. Appendix C - Incident Reporting Procedures: Procedures for reporting and handling incidents that may trigger liability claims

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Business Day
Confidential Information
Damages
Effective Date
Force Majeure Event
Gross Negligence (Grobe Fahrlässigkeit)
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Liability Cap
Loss
Material Breach
Notice
Parties
Products
Professional Standards
Services
Service Level Agreement
Specifications
Subcontractor
Term
Territory
Third Party Claim
Willful Misconduct (Vorsatz)
Working Hours
Written Form (Schriftform)
Affiliate
Contractual Obligations (Vertragspflichten)
Essential Contractual Obligations (Wesentliche Vertragspflichten)
Consequential Damages (Folgeschäden)
Reasonable Care (Verkehrsübliche Sorgfalt)
Direct Damages (Unmittelbare Schäden)
Liability Insurance Coverage
Quality Standards
Clauses
Parties and Definitions
Scope of Agreement
Limitation of Liability
Exclusions from Limitation
Indemnification
Insurance Requirements
Force Majeure
Confidentiality
Intellectual Property
Term and Termination
Warranties and Representations
Compliance with Laws
Notice Requirements
Assignment and Subcontracting
Dispute Resolution
Governing Law and Jurisdiction
Severability
Entire Agreement
Amendment and Modification
Data Protection
Service Levels
Quality Standards
Audit Rights
Business Continuity
Third Party Rights
Remedies
Payment Terms
Performance Standards
Reporting Requirements
Exit Management
Relevant Industries

Information Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Logistics and Transportation

Software Development

Consulting

Engineering

Retail

Construction

Telecommunications

Relevant Teams

Legal

Compliance

Risk Management

Commercial

Procurement

Business Development

Operations

Finance

Sales

Corporate Affairs

Relevant Roles

Legal Counsel

Contract Manager

Risk Manager

Compliance Officer

Business Development Manager

Chief Legal Officer

Project Manager

Operations Director

Commercial Director

Chief Financial Officer

Procurement Manager

Sales Director

General Counsel

Chief Risk Officer

Industries
Bürgerliches Gesetzbuch (BGB): German Civil Code - Contains fundamental principles of contract law, including formation, interpretation, and general terms and conditions (Sections 305-310 particularly relevant for limitation of liability clauses)
GmbH-Gesetz (GmbHG): Limited Liability Companies Act - Regulates the formation and operation of limited liability companies, including liability limitations and corporate responsibilities
Handelsgesetzbuch (HGB): German Commercial Code - Governs commercial relationships and transactions between businesses
AGB-Recht: Law on General Terms and Conditions - Specific regulations regarding standard business terms and their limitations, particularly important for liability limitations
Produkthaftungsgesetz (ProdHaftG): Product Liability Act - Mandatory provisions regarding product liability that cannot be excluded by contractual agreement
EU Regulation 593/2008 (Rome I): Regulations on the law applicable to contractual obligations, relevant for international aspects of the agreement
Schuldrechtsmodernisierungsgesetz: Law on the Modernization of the Law of Obligations - Important for understanding modern German contract law principles and liability concepts
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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