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1. Parties: Identification and details of the contracting parties, including legal form and registration details as required under German law
2. Background: Context and purpose of the agreement, including any relevant history or relationships between the parties
3. Definitions: Clear definitions of key terms used throughout the agreement, in both English and German where necessary
4. Subject Matter of the Agreement: Core purpose and scope of the agreement, clearly stating the main obligations
5. Duration and Termination: Term of the agreement, renewal provisions, and circumstances for termination
6. Rights and Obligations: Detailed description of each party's rights and responsibilities
7. Payment Terms: Financial arrangements, including payment schedules, currency, and payment methods
8. Liability and Warranties: Scope of liability, limitations, and warranties provided by each party
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Governing Law and Jurisdiction: Explicit statement of German law as governing law and jurisdiction for disputes
11. Final Provisions: Severability clause, entire agreement clause, and amendment procedures
1. Force Majeure: Provisions for unforeseen circumstances preventing performance, used when significant external risks exist
2. Intellectual Property: IP rights and licenses, needed when IP assets are involved
3. Data Protection: GDPR compliance and data handling procedures, required when personal data is processed
4. Non-Competition: Competitive restrictions, used when protecting business interests from competition
5. Assignment and Subcontracting: Rights to transfer obligations or use third parties, relevant for complex business relationships
6. Insurance: Insurance requirements and coverage obligations, important for high-risk activities
7. Compliance with Laws: Specific regulatory compliance obligations, needed in regulated industries
8. Personnel and Training: Staff-related obligations, relevant when services involve personnel
9. Audit Rights: Rights to audit compliance or performance, important in quality-critical agreements
1. Schedule 1: Service Specifications: Detailed technical or service specifications
2. Schedule 2: Pricing and Payment Details: Detailed pricing structures, payment schedules, and calculation methods
3. Schedule 3: Key Personnel: List of key contacts and responsible personnel from each party
4. Schedule 4: Service Levels: Performance metrics and service level requirements
5. Schedule 5: Data Processing Agreement: Detailed GDPR-compliant data processing terms if required
6. Appendix A: Technical Requirements: Technical specifications or requirements
7. Appendix B: Form Documents: Standard forms used in the performance of the agreement
8. Appendix C: Compliance Certificates: Required certifications or compliance documentation
Affiliate
Applicable Law
Business Day
Confidential Information
Effective Date
Force Majeure Event
Intellectual Property Rights
Material Breach
Party/Parties
Products
Services
Term
Territory
Written Notice
Warranties
Working Hours
Authorized Representative
Change of Control
Damages
Deliverables
Documentation
Good Industry Practice
Governing Law
Initial Term
Liability
Personal Data
Records
Renewal Term
Specifications
Subcontractor
Termination Date
Third Party
Time of Essence
Valid Invoice
Definitions
Scope of Agreement
Term and Duration
Rights and Obligations
Payment Terms
Warranties and Representations
Liability and Indemnification
Confidentiality
Data Protection
Intellectual Property
Force Majeure
Termination
Assignment and Subcontracting
Non-Competition
Notices
Dispute Resolution
Governing Law and Jurisdiction
Severability
Entire Agreement
Amendment and Waiver
Compliance with Laws
Insurance
Audit Rights
Personnel
Record Keeping
Language
Counterparts
Good Faith
Price Adjustment
Manufacturing
Technology
Professional Services
Retail
Healthcare
Financial Services
Logistics
Construction
Energy
Telecommunications
Software
Consulting
Real Estate
Automotive
Industrial
Legal
Procurement
Commercial
Operations
Finance
Compliance
Business Development
Sales
Risk Management
Executive Leadership
Administrative
Corporate Governance
Legal Counsel
Contract Manager
Business Development Manager
Chief Legal Officer
Procurement Manager
Commercial Director
Compliance Officer
Operations Manager
Project Manager
Chief Executive Officer
Chief Financial Officer
Risk Manager
Sales Director
General Manager
Corporate Secretary
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