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Expert Retainer Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes a professional relationship between a client and an expert service provider. The agreement sets forth the terms under which the expert will provide specialized services on a retainer basis, including scope of work, payment terms, confidentiality obligations, and service levels. It carefully structures the relationship as an independent contractor arrangement in compliance with German civil law, particularly the German Civil Code (BGB), while addressing data protection requirements under GDPR and relevant professional services regulations.

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What is a Expert Retainer Agreement?

The Expert Retainer Agreement is designed for situations where organizations require ongoing access to specialized expertise without establishing an employment relationship. This document, governed by German law, provides a legal framework for engaging independent experts or consultants on a retained basis. It includes essential provisions required under German civil law (BGB), addresses independence criteria to avoid employment classification, and incorporates necessary compliance elements such as data protection under GDPR. The agreement is particularly useful for long-term consulting relationships where services are needed regularly but not on a full-time basis, offering flexibility while ensuring legal compliance and protecting both parties' interests.

What sections should be included in a Expert Retainer Agreement?

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

2. Background: Context of the agreement and brief description of the expert's qualifications and client's needs

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of expert's appointment and general scope of services

5. Nature of Relationship: Clear statement of independent contractor status and non-employment relationship

6. Expert's Obligations: Detailed responsibilities, quality standards, and performance requirements

7. Client's Obligations: Client's responsibilities including providing information and cooperation

8. Fees and Payment: Payment terms, rate structure, expenses, and invoicing procedures

9. Confidentiality: Obligations regarding confidential information and trade secrets

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

11. Term and Termination: Duration of agreement and termination provisions

12. General Provisions: Standard legal clauses including governing law, notices, and entire agreement

What sections are optional to include in a Expert Retainer Agreement?

1. Data Protection: Required if the expert will process personal data, detailing GDPR compliance obligations

2. Intellectual Property: Needed if the expert will create intellectual property during the engagement

3. Access and Security: Required if the expert needs access to client premises or IT systems

4. Non-Competition: Optional restrictions on expert's activities with competitors (subject to German law limitations)

5. Subcontracting: Required if the expert may delegate work to other professionals

6. Equipment and Resources: Needed if specific provisions about tools and resources are required

7. Quality Assurance: Optional section detailing specific quality standards and review processes

8. Compliance with Laws: Required for regulated industries or when specific regulatory compliance is needed

What schedules should be included in a Expert Retainer Agreement?

1. Schedule 1 - Services Description: Detailed scope of services, deliverables, and performance metrics

2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment terms

3. Schedule 3 - Service Levels: Specific performance standards and response times

4. Schedule 4 - Key Personnel: Details of key expert team members if applicable

5. Appendix 1 - Data Processing Agreement: Required GDPR compliance documentation if personal data is processed

6. Appendix 2 - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Document Type

Retainer Agreement

Cost

Free to use

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