Master Client Agreement Template for Germany

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Key Requirements PROMPT example:

Master Client Agreement

"I need a Master Client Agreement under German law for providing IT infrastructure services to clients across the EU, with strong data protection provisions and service level commitments, planned to go live by March 2025."

Document background
The Master Client Agreement serves as the primary contractual framework for establishing long-term business relationships between service providers and their clients in Germany. This document is typically used when parties anticipate multiple service engagements or projects over time, providing a streamlined approach by setting standard terms that apply to all future work. Governed by German law, it addresses key aspects such as service delivery, payment terms, liability, data protection (under GDPR and BDSG), and intellectual property rights. The agreement is designed to minimize the need for repeated negotiation of standard terms while allowing flexibility through work orders for specific engagements. It includes comprehensive provisions required under German commercial law while accommodating industry-specific requirements and international business practices.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers

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

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

4. Scope of Services: General framework for services to be provided under the agreement

5. Order Process: Procedures for requesting and accepting specific services or work orders

6. Service Levels: General principles for service quality and performance standards

7. Fees and Payment: General payment terms, invoicing procedures, and payment methods

8. Term and Termination: Duration of the agreement and termination rights

9. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: GDPR compliance and data processing obligations

12. Liability and Indemnification: Limitation of liability and indemnification obligations under German law

13. Force Majeure: Events excusing performance and their consequences

14. Insurance: Required insurance coverage and minimum amounts

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

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Personnel Requirements: Specific requirements for service provider's personnel, used when services involve on-site work or specific qualifications

2. Compliance: Industry-specific compliance requirements, included for regulated industries

3. Security Requirements: IT and physical security requirements, needed for technology or sensitive data services

4. Business Continuity: Disaster recovery and business continuity obligations, important for critical services

5. Audit Rights: Client's rights to audit service provider, important for regulated industries or critical services

6. Sustainability: Environmental and social responsibility requirements, increasingly important for many businesses

7. Export Control: Export control compliance, needed for international services or technology transfer

8. Non-Solicitation: Restrictions on hiring other party's employees, useful in competitive industries

9. Parent Company Guarantee: Guarantee from service provider's parent company, used for financial security

Suggested Schedules

1. Schedule 1 - Service Description: Detailed description of available services and delivery requirements

2. Schedule 2 - Service Levels and KPIs: Specific service levels, measurement methods, and remedies

3. Schedule 3 - Pricing and Payment Terms: Detailed pricing structure, rates, and specific payment terms

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details

5. Schedule 5 - Security Requirements: Detailed security protocols and requirements

6. Schedule 6 - Approved Subcontractors: List of approved subcontractors and their roles

7. Schedule 7 - Change Control Procedure: Process for implementing changes to services or terms

8. Schedule 8 - Key Personnel: Identification of key personnel and their roles

9. Schedule 9 - Exit Plan: Procedures for contract termination and service transition

10. Appendix A - Form of Work Order: Template for individual work orders under the agreement

11. Appendix B - Reporting Requirements: Templates and requirements for regular reporting

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

Professional Services

Management Consulting

Financial Services

Manufacturing

Telecommunications

Healthcare

Software Development

Business Process Outsourcing

Engineering Services

Relevant Teams

Legal

Procurement

Finance

Commercial

Operations

Risk & Compliance

Information Security

Business Development

Account Management

Service Delivery

Relevant Roles

General Counsel

Legal Director

Contract Manager

Procurement Manager

Chief Financial Officer

Commercial Director

Business Development Manager

Account Executive

Operations Director

Risk Manager

Compliance Officer

Data Protection Officer

Chief Technology Officer

Project Manager

Service Delivery 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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