The Exclusive Subcontractor Agreement is essential for businesses operating in Germany who wish to establish a dedicated, exclusive service relationship with a subcontractor. This document is particularly relevant when a company needs to secure specialized services or capabilities on an exclusive basis while maintaining clear separation from employment relationships. The agreement must comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and competition laws. It addresses key areas such as service exclusivity, performance standards, compensation, and risk allocation, while incorporating necessary safeguards against Scheinselbst盲ndigkeit. This type of agreement is commonly used in technical, professional, and manufacturing sectors where consistent, reliable, and exclusive service provision is crucial for business operations.
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1. Parties: Identification of the contracting parties - the main contractor and the subcontractor
2. Background: Context of the agreement, nature of the parties' businesses, and general purpose of the arrangement
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Territory', 'Exclusivity Period', etc.
4. Appointment and Scope: Terms of exclusive appointment, scope of services, and territorial limitations
5. Exclusivity Obligations: Detailed provisions regarding the exclusive nature of the relationship and any exceptions
6. Subcontractor's Obligations: Core responsibilities, service standards, reporting requirements, and compliance obligations
7. Main Contractor's Obligations: Support, information, and resources to be provided by the main contractor
8. Independence and Status: Clear statement of subcontractor's independent status to avoid Scheinselbst盲ndigkeit issues
9. Fees and Payment Terms: Compensation structure, payment schedule, invoicing requirements, and tax provisions
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
12. Confidentiality: Protection of trade secrets and confidential information
13. Data Protection: GDPR compliance and data processing obligations
14. Liability and Insurance: Limitation of liability, indemnification, and required insurance coverage
15. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Non-Competition: Additional restrictions on competitive activities, used when stronger protection is needed beyond exclusivity
2. Personnel Requirements: Specific qualifications or certifications required for subcontractor's personnel, used in technical or regulated industries
3. Quality Management: Detailed quality control procedures, used in manufacturing or when specific standards must be met
4. Change Control: Procedures for changing service scope or specifications, important for complex or long-term projects
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts
6. Exit Management: Detailed procedures for contract termination and transition, important for complex service relationships
7. Compliance with Industry Standards: Specific industry regulations or standards, used in regulated sectors
8. Environmental Requirements: Environmental protection obligations, relevant for manufacturing or construction subcontractors
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Service Levels: Performance metrics, KPIs, and quality standards
3. Schedule 3 - Fee Schedule: Detailed pricing, payment terms, and calculation methods
4. Schedule 4 - Required Insurance: Types and levels of insurance coverage required
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
6. Schedule 6 - Approved Personnel: List of key personnel or subcontractor employees approved to provide services
7. Schedule 7 - Technical Requirements: Technical specifications, systems, or equipment requirements
8. Appendix A - Form of Reports: Templates for required regular reporting
9. Appendix B - Emergency Contact Details: List of key contacts and escalation procedures
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