Prime Contractor Agreement Template for Germany

The Prime Contractor Agreement is a crucial document used when a company (the prime contractor) takes primary responsibility for delivering complex projects or services to a client, often involving the management of subcontractors. This agreement, governed by German law, particularly the German Civil Code (BGB) and Commercial Code (HGB), establishes the legal and operational framework for project execution. It is essential when a client requires a single point of responsibility for delivering comprehensive services, managing multiple subcontractors, or handling complex project implementations. The agreement typically includes detailed provisions for scope of work, payment terms, quality standards, subcontractor management, liability allocation, and compliance with German labor and social security laws. It's particularly relevant for large-scale projects where coordinated delivery, risk management, and clear accountability are crucial.

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

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

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

4. Scope of Services: Detailed description of the services to be provided by the Prime Contractor

5. Contract Price and Payment Terms: Pricing structure, payment schedule, invoicing requirements, and payment conditions

6. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

7. Prime Contractor's Obligations: Key responsibilities including project management, reporting, and quality assurance

8. Client's Obligations: Client's responsibilities including access, information provision, and cooperation

9. Subcontractor Management: Rules and procedures for engaging and managing subcontractors, including approval requirements

10. Quality Control and Acceptance: Quality standards, testing procedures, and acceptance criteria

11. Warranties and Representations: Standard and specific warranties regarding services and capabilities

12. Liability and Indemnification: Liability limitations, indemnification obligations, and insurance requirements

13. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP

14. Confidentiality: Protection of confidential information and trade secrets

15. Data Protection: GDPR compliance and data processing obligations

16. Force Majeure: Events excusing performance and related procedures

17. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes

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