Master Agreement And Sub Agreement Template for Germany

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Key Requirements PROMPT example:

Master Agreement And Sub Agreement

"I need a Master Agreement and Sub Agreement under German law for providing IT consulting services to multiple European clients, with specific focus on data protection and cloud services, planned to commence January 2025."

Document background
The Master Agreement And Sub Agreement structure is designed for complex business relationships under German law where parties require a flexible yet consistent framework for ongoing collaboration. This document type is particularly useful when businesses need to establish a foundational agreement that sets out general terms, conditions, and governance structures, while allowing for specific arrangements through sub agreements. It's commonly used in scenarios involving multiple services, projects, or business streams where separate operational details need to be agreed upon but should be governed by consistent overarching terms. The master agreement provides the legal framework compliant with German contract law, including essential provisions from the BGB and HGB, while sub agreements contain specific commercial and operational details for individual arrangements. This structure is particularly valuable for long-term business relationships where new services or projects may be added over time without needing to renegotiate fundamental terms.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the master-sub agreement structure

3. Definitions: Comprehensive definitions of terms used throughout the Master Agreement and Sub Agreements

4. Structure and Scope: Overview of the master-sub agreement relationship, explaining how Sub Agreements relate to the Master Agreement

5. Process for Entering into Sub Agreements: Procedures and requirements for creating and executing Sub Agreements

6. General Obligations: Core obligations applying to all activities under both Master and Sub Agreements

7. Term and Termination: Duration of the Master Agreement and its effect on Sub Agreements, termination rights and procedures

8. Payment Terms: General payment principles, invoicing requirements, and payment procedures

9. Liability and Indemnification: General liability provisions, limitations, and indemnification obligations

10. Confidentiality: Protection of confidential information exchanged under any agreement

11. Intellectual Property: General IP ownership and licensing principles

12. Force Majeure: Circumstances excusing performance and related procedures

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Data Protection: Required when personal data processing is involved, addressing GDPR compliance

2. Compliance with Laws: Detailed compliance obligations when operating in regulated industries

3. Insurance: Insurance requirements when services or goods involve significant risks

4. Service Levels: Framework for service levels when applicable to multiple Sub Agreements

5. Security Requirements: When dealing with sensitive information or systems access

6. Personnel: When services involve dedicated or key personnel requirements

7. Audit Rights: When ongoing compliance monitoring is necessary

8. Business Continuity: For critical services or long-term relationships

9. Environmental Compliance: When activities have environmental implications

10. Anti-Corruption: For international business or public sector involvement

Suggested Schedules

1. Template Sub Agreement: Standard form for all Sub Agreements

2. Governance Structure: Details of management structure and escalation procedures

3. Price List: Standard pricing or rate card applicable across Sub Agreements

4. Technical Requirements: Common technical specifications or standards

5. Service Level Framework: Basic service level principles and measurements

6. Security Standards: Minimum security requirements applicable to all Sub Agreements

7. Change Control Procedure: Process for implementing changes to Master or Sub Agreements

8. Form of Notice: Standard templates for various notices under the agreements

9. Approved Subcontractors: List of pre-approved subcontractors if applicable

10. Compliance Requirements: Detailed compliance obligations and 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

Information Technology

Manufacturing

Professional Services

Telecommunications

Financial Services

Healthcare

Automotive

Energy

Logistics

Construction

Retail

Software Development

Consulting

Industrial Services

Relevant Teams

Legal

Procurement

Commercial

Operations

Business Development

Compliance

Risk Management

Contract Administration

Finance

Project Management

Account Management

Executive Leadership

Corporate Affairs

Strategy

Relevant Roles

Legal Counsel

Contract Manager

Chief Legal Officer

Commercial Director

Procurement Manager

Business Development Manager

Chief Executive Officer

Chief Operating Officer

Project Manager

Account Manager

Relationship Manager

Compliance Officer

Risk Manager

Operations Director

Legal Operations 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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