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The Business Separation Agreement is a crucial document in German corporate restructuring, used when companies need to formally separate their business operations, whether for strategic realignment, spin-offs, or corporate reorganization. It is particularly important in the German legal context due to specific requirements under the German Civil Code (BGB), Commercial Code (HGB), and Transformation Act (UmwG). This document provides a comprehensive framework for managing complex separation processes, including detailed provisions for asset transfers, employee transitions, intellectual property rights allocation, and ongoing business relationships. It is essential for ensuring legal compliance while protecting the interests of all parties involved in the separation process, particularly considering German corporate law requirements, works council obligations, and data protection regulations.

1. Parties: Identification of all parties to the agreement, including their legal form and registration details as required under German law

2. Background: Description of the existing business relationship and reasons for separation

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

4. Scope of Separation: Detailed description of the business units, assets, and operations being separated

5. Transfer of Assets: Provisions governing the transfer of tangible and intangible assets

6. Financial Settlement: Terms of financial separation, including purchase price, adjustments, and payment terms

7. Employee Matters: Provisions regarding the transfer or retention of employees, including works council requirements

8. Intellectual Property Rights: Allocation of IP rights and licenses between the parties post-separation

9. Data Protection and Transfer: Provisions for handling personal and business data during and after separation

10. Transition Services: Terms for any temporary services to be provided between parties during the separation period

11. Non-Competition and Confidentiality: Restrictions on competition and use of confidential information

12. Tax Matters: Allocation of tax liabilities and responsibilities

13. Representations and Warranties: Standard and specific warranties regarding the separated business

14. Indemnification: Mutual indemnification provisions for claims arising from the separation

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

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments