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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."
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
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
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
Annual Bonus
Appointment
Board
Business Day
Cause
Company
Company Group
Competitor
Confidential Information
Control
Effective Date
Employee Inventions
Financial Year
Good Reason
Intellectual Property Rights
Long Term Incentive Plan
Management Board (Vorstand)
Managing Director (Geschäftsführer)
Material Breach
Notice Period
Parent Company
Performance Targets
Permitted Activities
Personal Data
Proprietary Information
Restricted Business
Restricted Period
Retirement Benefits
Share Option Plan
Shareholders
Subsidiary
Supervisory Board (Aufsichtsrat)
Target Bonus
Term
Territory
Trade Secrets
Variable Compensation
Works Council (Betriebsrat)
Authority and Powers
Duties and Responsibilities
Compensation
Bonus Arrangements
Benefits
Expenses
Working Hours
Location of Work
Reporting Requirements
Board Meetings
Corporate Governance
Fiduciary Duties
Share Options
Pension Rights
Holiday Entitlement
Sick Leave
Insurance
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Secondary Activities
Company Property
Representation Powers
Documentation Requirements
Performance Review
Amendments to Duties
Change of Control
Termination
Garden Leave
Severance
Post-Termination Obligations
Return of Property
Dispute Resolution
Governing Law
Severability
Entire Agreement
Notices
Force Majeure
Assignment
Third Party Rights
Waiver
Manufacturing
Technology
Financial Services
Healthcare
Retail
Professional Services
Industrial
Energy
Telecommunications
Automotive
Consumer Goods
Real Estate
Media and Entertainment
Pharmaceuticals
Logistics
Legal
Human Resources
Finance
Executive Office
Corporate Governance
Compliance
Board Secretariat
Compensation and Benefits
Corporate Communications
Risk Management
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
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