Service Partner Agreement Template for Germany

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Key Requirements PROMPT example:

Service Partner Agreement

"I need a Service Partner Agreement for engaging an IT consulting firm to provide software development services in Germany, including provisions for intellectual property rights and data protection, with the agreement to commence on March 1, 2025."

Document background
The Service Partner Agreement is a critical business document used when a company wishes to establish a formal relationship with external service providers while maintaining compliance with German legal requirements. It is particularly relevant when businesses need to engage professional service providers, consultants, or specialized contractors on a ongoing basis. The agreement covers all essential aspects of the business relationship, including detailed service descriptions, performance standards, commercial terms, and regulatory compliance requirements. Under German law, special attention is paid to distinguishing the service partner relationship from employment (avoiding Scheinselbständigkeit), data protection compliance (GDPR), and proper allocation of liability and risk. This document type is crucial for businesses operating in Germany that rely on external service partners for critical business functions or specialized services.
Suggested Sections

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

2. Background: Context of the agreement and brief description of both parties' business activities

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the Service Partner

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

6. Remuneration and Payment Terms: Fee structure, payment schedule, invoicing requirements, and payment methods

7. Service Partner's Obligations: Key responsibilities, quality standards, and performance requirements

8. Company's Obligations: Support, information, and resources to be provided by the company

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

10. Confidentiality: Protection of business secrets and confidential information in accordance with GeschGehG

11. Data Protection: GDPR compliance and data processing obligations

12. Liability and Insurance: Limitation of liability, indemnification, and required insurance coverage

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Notices: Communication methods and contact details for official notices

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

Optional Sections

1. Non-Compete: Restrictions on competitive activities, used when service partner has access to sensitive market information

2. Service Levels: Specific performance metrics and KPIs, included for services requiring detailed quality measurement

3. Compliance: Additional regulatory compliance requirements, needed for regulated industries

4. Training and Support: Details of required training and ongoing support, included when service delivery requires specific expertise

5. Subcontracting: Terms for engaging subcontractors, included when subcontracting is permitted

6. Marketing and Branding: Rules for using company branding and marketing materials, included when service partner represents the company

7. Equipment and Materials: Provisions regarding supply and maintenance of equipment, included when physical assets are involved

8. Audit Rights: Company's right to audit service partner's operations, included for quality control or regulatory requirements

Suggested Schedules

1. Schedule 1 - Service Description: Detailed technical specifications and scope of services

2. Schedule 2 - Fee Schedule: Detailed pricing, payment terms, and calculation methods

3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and reporting requirements

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

5. Schedule 5 - Contact Details: Key personnel and escalation contacts for both parties

6. Schedule 6 - Required Insurance: Details of mandatory insurance coverage and limits

7. Appendix A - Company Policies: Relevant company policies and procedures to be followed

8. Appendix B - Technical Requirements: Technical standards, systems, and infrastructure requirements

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

Manufacturing

Logistics and Supply Chain

Healthcare

Financial Services

Telecommunications

Consulting

Marketing and Advertising

Facility Management

Engineering

Research and Development

Education and Training

Retail

Relevant Teams

Legal

Procurement

Operations

Commercial

Finance

Compliance

Business Development

Vendor Management

Project Management

Account Management

Relevant Roles

Legal Counsel

Procurement Manager

Contract Manager

Business Development Manager

Operations Director

Commercial Manager

Chief Operating Officer

Compliance Officer

Project Manager

Account Manager

Partnership Manager

Vendor Manager

General Counsel

Head of Operations

Chief Financial Officer

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Primary source of civil law in Germany, particularly §§ 611-630 governing service contracts (Dienstvertrag) and §§ 631-651 governing contracts for work (Werkvertrag)
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial relationships and transactions between businesses, particularly relevant for B2B service partnerships
Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Regulates fair competition and contains provisions relevant to exclusivity clauses and non-compete agreements in service partnerships
General Data Protection Regulation (GDPR) and German Federal Data Protection Act (BDSG): Governs the processing and handling of personal data in business relationships
German Act on the Protection of Trade Secrets (Geschäftsgeheimnisgesetz - GeschGehG): Protects confidential business information and know-how that needs to be shared between service partners
German Income Tax Act (Einkommensteuergesetz - EStG): Contains provisions relevant for the tax treatment of service partner relationships and distinguishing them from employment relationships
German Social Security Law (Sozialgesetzbuch - SGB): Important for proper classification of service partners vs. employees and avoiding pseudo-self-employment (Scheinselbständigkeit)
Price Regulation for Free Professions (Gebührenordnungen für freie Berufe): May be relevant if the service partner agreement involves regulated professions with mandatory fee schedules
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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