Management Contract Template for Germany

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Key Requirements PROMPT example:

Management Contract

"I need a Management Contract under German law for appointing a new Chief Technology Officer of our software company, starting March 1, 2025, including specific provisions for intellectual property rights and a share option scheme."

Document background
The Management Contract serves as a crucial legal document for establishing and regulating the employment relationship between a company and its senior executives in Germany. This agreement is essential when appointing managing directors, board members, or senior executives, particularly in German GmbH or AG companies. The contract must comply with German corporate law, employment regulations, and tax requirements while addressing specific aspects such as remuneration structures, benefits, responsibilities, and post-contractual obligations. It differs from standard employment contracts due to the increased autonomy and responsibility levels granted to management positions, requiring careful consideration of corporate governance principles and fiduciary duties under German law.
Suggested Sections

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

2. Background: Context of the appointment and brief description of the company's business

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment, position title, and duration of the management role

5. Duties and Responsibilities: Detailed description of management duties, reporting lines, and scope of authority

6. Working Time and Place of Work: Expected working hours and primary location of work

7. Remuneration: Base salary, bonuses, and other financial benefits

8. Benefits and Expenses: Additional benefits, expense policies, and reimbursement procedures

9. Vacation and Leave: Annual leave entitlement and regulations

10. Confidentiality: Obligations regarding company secrets and confidential information

11. Intellectual Property: Assignment of IP rights created during the management role

12. Data Protection: Compliance with GDPR and German data protection laws

13. Non-Competition: Post-contractual competition restrictions in accordance with German law

14. Termination: Grounds for termination, notice periods, and procedures

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

16. Severability: Standard clause ensuring partial invalidity doesn't void entire agreement

Optional Sections

1. Corporate Governance Compliance: Required for listed companies or those subject to specific governance requirements

2. Secondary Activities: Include when the manager may have other business interests or board positions

3. Share Options: Required when offering equity-based compensation

4. International Travel: Include for roles requiring significant international responsibilities

5. Acting as Managing Director: Special provisions required when the manager will be appointed as 'Geschäftsführer'

6. Insurance Coverage: Detailed insurance provisions for high-risk industries or specific liability concerns

7. Works Council Interaction: Required when the manager needs to interact with works councils

8. Representation Powers: Specific powers of attorney and representation rights

9. Change of Control: Include for companies anticipating potential ownership changes

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific management responsibilities and authority limits

2. Schedule 2 - Remuneration Structure: Detailed breakdown of salary, bonuses, and performance metrics

3. Schedule 3 - Benefits Package: Comprehensive list of benefits including insurance, pension, car allowance etc.

4. Schedule 4 - Company Policies: Key company policies applicable to the manager

5. Schedule 5 - Approved Secondary Activities: List of pre-approved external appointments or activities

6. Appendix A - Power of Attorney: Formal power of attorney document if required

7. Appendix B - Share Option Terms: Detailed terms of any share option or equity participation scheme

8. Appendix C - Data Protection Notice: Detailed information about personal data processing

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

Technology

Financial Services

Healthcare

Retail

Professional Services

Industrial

Energy

Telecommunications

Automotive

Consumer Goods

Real Estate

Media and Entertainment

Pharmaceuticals

Logistics

Relevant Teams

Legal

Human Resources

Finance

Executive Office

Corporate Governance

Compliance

Board Secretariat

Compensation and Benefits

Corporate Communications

Risk Management

Relevant Roles

Managing Director (Geschäftsführer)

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Division Director

Regional Manager

Country Manager

Executive Vice President

Senior Vice President

Department Head

Business Unit Director

Branch Manager

General Manager

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Fundamental law governing contractual relationships, including general employment provisions and contract formation requirements
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial relationships and contains specific provisions for commercial managers and representatives
Limited Liability Companies Act (GmbH-Gesetz): Contains specific provisions regarding the appointment, duties, and responsibilities of managing directors in German limited liability companies
Stock Corporation Act (Aktiengesetz - AktG): Relevant for management contracts in stock corporations, defining duties and responsibilities of management board members
General Equal Treatment Act (Allgemeines Gleichbehandlungsgesetz - AGG): Anti-discrimination legislation that must be considered in management contracts
Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG): Regulates handling of personal data and privacy requirements in employment relationships
Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): Governs relationship between management and works councils, potentially affecting management decisions
Social Security Code (Sozialgesetzbuch - SGB): Contains provisions regarding social security obligations and insurance requirements for managers
Income Tax Act (Einkommensteuergesetz - EStG): Relevant for structuring compensation and benefits in management contracts
Corporate Governance Code (Deutscher Corporate Governance Kodex): While not law, provides important guidelines for management contracts, especially in listed companies
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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