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Master Service Agreement Template for Germany

A comprehensive framework agreement governed by German law that establishes the general terms and conditions for the ongoing provision of services between a service provider and a customer. This agreement complies with German Civil Code (BGB) requirements and incorporates necessary provisions for data protection under GDPR and German Federal Data Protection Act (BDSG). It serves as an umbrella agreement under which specific services can be ordered through individual service orders, setting out the fundamental legal and commercial terms that will govern all future service transactions between the parties.

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What is a Master Service Agreement?

This Master Service Agreement template is designed for use under German law when parties intend to establish a long-term service relationship requiring multiple service engagements over time. It provides a efficient framework for managing ongoing service requirements without the need to negotiate new terms for each service engagement. The agreement incorporates key provisions required under German law, including specific requirements from the German Civil Code (BGB), commercial law (HGB), and data protection regulations. It is particularly useful for businesses operating in Germany or those engaging with German entities, as it addresses jurisdiction-specific requirements while maintaining international best practices. The document includes comprehensive terms for service delivery, payment, liability, intellectual property, and data protection, with flexibility to accommodate various service types through schedules and appendices.

What sections should be included in a Master Service Agreement?

1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German legal terms where relevant

4. Scope of Services: General framework for services to be provided, referencing detailed service descriptions in schedules

5. Order Process: Procedures for requesting, accepting, and implementing specific services under the agreement

6. Service Provider's Obligations: Core obligations, service standards, and compliance requirements

7. Customer's Obligations: Customer's responsibilities, cooperation requirements, and provision of necessary information

8. Fees and Payment Terms: General payment terms, invoicing procedures, and payment mechanics

9. Term and Termination: Duration of agreement, renewal terms, and termination rights including German statutory requirements

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection and Security: GDPR compliance and data security measures

13. Liability and Limitation of Liability: Liability provisions compliant with German law restrictions on limitation of liability

14. Force Majeure: Events excusing performance, adapting German law principles

15. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses adapted to German law requirements

What sections are optional to include in a Master Service Agreement?

1. Service Levels: Include when specific performance metrics and remedies are required

2. Personnel Requirements: Include when services involve dedicated staff or on-site personnel

3. Compliance with Specific Regulations: Include for regulated industries or specific compliance requirements

4. Insurance: Include when specific insurance coverage is required for services

5. Audit Rights: Include when customer requires audit rights for regulatory or compliance purposes

6. Business Continuity: Include for critical services requiring disaster recovery plans

7. Exit Management: Include for complex services requiring detailed transition arrangements

8. Anti-Corruption and Ethics: Include for international services or when required by corporate policies

9. Subcontracting: Include when service provider may need to engage subcontractors

10. Non-Solicitation: Include to prevent hiring of each other's personnel

What schedules should be included in a Master Service Agreement?

1. Schedule 1 - Service Descriptions: Detailed descriptions of specific services to be provided

2. Schedule 2 - Service Levels and KPIs: Detailed service levels, measurement methods, and remedies

3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structures, rates, and payment terms

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

5. Schedule 5 - Contact Details and Escalation Procedure: Key contacts and communication protocols

6. Schedule 6 - Change Control Procedure: Process for implementing changes to services or terms

7. Appendix A - Form of Order: Template for ordering specific services under the agreement

8. Appendix B - Security Requirements: Detailed security protocols and requirements

9. Appendix C - Technical Requirements: Technical specifications and requirements

10. Appendix D - Approved Subcontractors: List of pre-approved subcontractors if applicable

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

Service Contract

Cost

Free to use

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