Operating Management Agreement Template for Germany

The Operating Management Agreement is a sophisticated commercial contract used when a business owner wishes to delegate operational management to a professional third-party operator while retaining ownership. This arrangement is common in various German industries, particularly in hospitality, facility management, and asset management sectors. The agreement must comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and relevant industry-specific regulations. It typically includes detailed provisions for operational control, performance standards, financial arrangements, reporting requirements, and risk allocation. The document is particularly relevant when businesses seek to leverage external expertise, optimize operations, or separate ownership from management functions. The agreement's structure reflects German business practices and regulatory requirements while providing clear frameworks for authority, responsibility, and accountability between parties.

1. Parties: Identification of the contracting parties - the owner/company and the operator/manager

2. Background: Context of the agreement, including description of the business and purpose of the management arrangement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of the operator and detailed scope of management services

5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances

6. Operator's Rights and Obligations: Detailed responsibilities and authority of the operator in managing the business

7. Owner's Rights and Obligations: Responsibilities and retained rights of the owner

8. Personnel and Employment: Management of employees, staffing responsibilities, and employment matters

9. Financial Arrangements: Management fees, payment terms, expenses, and financial reporting obligations

10. Performance Standards: Required service levels and performance metrics

11. Reporting and Oversight: Regular reporting requirements and owner's oversight rights

12. Intellectual Property: Ownership and usage rights of IP in the operation

13. Confidentiality: Protection of confidential information and trade secrets

14. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification provisions

15. Insurance: Required insurance coverage and obligations

16. Force Majeure: Handling of unforeseen circumstances and force majeure events

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

18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability