Subcontractor Contract Form Template for Germany

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Key Requirements PROMPT example:

Subcontractor Contract Form

"I need a Subcontractor Contract Form under German law for an IT services provider who will be developing custom software modules for our automotive manufacturing plant in Munich, with work scheduled to commence in March 2025 and including strict data protection and IP ownership provisions."

Document background
The Subcontractor Contract Form is essential for businesses operating in Germany that engage external service providers or contractors for specific projects or ongoing services. This document is designed to comply with German legal requirements, including the German Civil Code (BGB), social security regulations, and worker protection laws. It is particularly important given Germany's strict regulations regarding subcontractor relationships and the potential liability of main contractors for their subcontractors' compliance. The contract addresses key areas such as scope of services, payment terms, liability provisions, insurance requirements, and specific German law compliance obligations. It includes necessary provisions to prevent accusations of disguised employment (Scheinselbständigkeit) and ensures proper documentation of the independent contractor relationship. The form is structured to protect both parties while ensuring transparency and compliance with German commercial and labor law requirements.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor with full legal details including registration numbers

2. Background: Context of the subcontracting relationship and reference to the main contract if applicable

3. Definitions: Defined terms used throughout the agreement

4. Scope of Services: Detailed description of the works or services to be provided by the subcontractor

5. Performance Standards: Quality requirements and performance metrics the subcontractor must meet

6. Duration and Timelines: Contract period, key milestones, and delivery schedules

7. Remuneration and Payment Terms: Pricing, payment schedule, invoicing requirements, and payment conditions

8. Obligations of the Subcontractor: Key responsibilities including compliance with laws, permits, and qualifications

9. Obligations of the Main Contractor: Main contractor's duties including provision of information and access

10. Personnel Requirements: Qualification requirements, security clearances, and compliance with labor laws

11. Warranties and Representations: Subcontractor's guarantees regarding capability, licenses, and work quality

12. Liability and Insurance: Liability provisions, required insurance coverage, and indemnification

13. Confidentiality: Protection of confidential information and trade secrets

14. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing IP

15. Termination: Grounds for termination, notice periods, and consequences of termination

16. Force Majeure: Provisions for unforeseen circumstances preventing performance

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

18. Miscellaneous: Standard boilerplate provisions including severability and entire agreement

Optional Sections

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

2. Environmental Requirements: Needed for projects with specific environmental compliance requirements

3. Quality Management System: Required for projects demanding specific quality certifications

4. Health and Safety Requirements: Essential for construction or high-risk work environments

5. Subcontracting: Required if further subcontracting is permitted, including conditions and approval process

6. Bank Guarantee: Include when performance or payment guarantees are required

7. Social Security Compliance: Detailed section required for subcontractors with employees in Germany

8. Competition and Non-Solicitation: Include when protecting against competitive activities is crucial

9. Training Requirements: Necessary for projects requiring specific certifications or training

10. Site Rules and Regulations: Required for work performed at specific locations or client sites

Suggested Schedules

1. Schedule 1 - Scope of Works: Detailed technical specifications and requirements

2. Schedule 2 - Pricing and Payment Schedule: Detailed breakdown of prices, rates, and payment milestones

3. Schedule 3 - Time Schedule: Detailed project timeline with milestones and deadlines

4. Schedule 4 - Key Personnel: List of key staff and their qualifications

5. Schedule 5 - Required Insurance Coverage: Specific insurance types and coverage amounts

6. Schedule 6 - Quality Standards and KPIs: Detailed quality metrics and performance indicators

7. Schedule 7 - Compliance Requirements: Specific regulatory and compliance requirements

8. Appendix A - Forms and Templates: Standard forms for reporting, invoicing, and communications

9. Appendix B - Technical Documentation: Reference technical documents and standards

10. Appendix C - Safety Procedures: Health and safety protocols 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

Construction

Information Technology

Manufacturing

Engineering

Professional Services

Industrial Services

Facilities Management

Telecommunications

Energy and Utilities

Transport and Logistics

Healthcare Services

Research and Development

Automotive

Aerospace

Relevant Teams

Legal

Procurement

Operations

Project Management

Risk and Compliance

Finance

Commercial

Human Resources

Quality Assurance

Supply Chain

Technical Operations

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Project Manager

Operations Director

Commercial Manager

Risk Manager

Compliance Officer

Finance Director

Technical Director

Site Manager

Quality Assurance Manager

HR Manager

Supply Chain Manager

Business Unit Director

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Primary source of contract law in Germany, particularly §§ 631-651 regarding work contracts (Werkvertrag) and service contracts (Dienstvertrag)
Posted Workers Act (Arbeitnehmer-Entsendegesetz - AEntG): Regulates minimum working conditions for workers posted to Germany, including subcontractors from other countries
German Commercial Code (Handelsgesetzbuch - HGB): Contains provisions relevant to commercial relationships and business contracts
Minimum Wage Act (Mindestlohngesetz - MiLoG): Establishes minimum wage requirements that also apply to subcontractors
Social Security Code (Sozialgesetzbuch - SGB): Regulates social security obligations and responsibilities, including contractor liability for subcontractor's social security contributions
General Equal Treatment Act (Allgemeines Gleichbehandlungsgesetz - AGG): Anti-discrimination legislation that must be considered in contractual relationships
German Act on Part-Time Work and Fixed-Term Contracts (Teilzeit- und Befristungsgesetz - TzBfG): Relevant for structuring temporary and part-time working arrangements with subcontractors
German Trade Tax Act (Gewerbesteuergesetz - GewStG): Tax implications for business relationships with subcontractors
Employee Assignment Law (Arbeitnehmerüberlassungsgesetz - AÜG): Distinguishes between legitimate subcontracting and illegal temporary worker assignment
Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): Regulates potential co-determination rights of works councils regarding the use of subcontractors
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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