Business Management Contract Template for Germany

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Key Requirements PROMPT example:

Business Management Contract

"I need a Business Management Contract for appointing a new Chief Technology Officer in our software company, starting March 1, 2025, with special focus on IP protection and international team management responsibilities."

What is a Business Management Contract?

The Business Management Contract is a fundamental document used when appointing senior executives and managers in German companies. It is particularly relevant for both GmbH and AG corporate structures, where clear delineation of management authority and responsibilities is essential. This contract type is required when formalizing the appointment of managing directors (Geschäftsführer), board members, or senior executives, ensuring compliance with German corporate law, employment regulations, and governance requirements. The document typically includes comprehensive provisions covering managerial duties, decision-making authority, remuneration structures, reporting obligations, and protection of company interests through confidentiality and non-compete clauses. It serves as a crucial instrument for establishing clear governance structures while protecting both the company's and the manager's interests under German jurisdiction.

What sections should be included in a Business Management Contract?

1. Parties: Identification of the contracting parties - the company and the manager(s)

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Formal appointment of the manager, position title, and duration of the contract

5. Scope of Authority: Manager's powers, responsibilities, and limitations of authority

6. Duties and Obligations: Detailed description of the manager's duties, reporting requirements, and performance standards

7. Remuneration: Base compensation, bonuses, and other financial benefits

8. Working Time and Leave: Expected working hours, vacation entitlement, and public holidays

9. Confidentiality: Protection of company secrets and confidential information

10. Non-Competition: Restrictions on competing activities during and after the contract

11. Intellectual Property: Ownership and rights regarding IP created during management

12. Termination: Grounds for termination, notice periods, and consequences

13. Post-Termination Obligations: Continuing duties after contract end

14. Data Protection: GDPR compliance and data handling requirements

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

16. Miscellaneous: Standard legal provisions including severability and entire agreement

What sections are optional to include in a Business Management Contract?

1. Corporate Governance: Specific provisions for compliance with corporate governance requirements - used when the manager is a formal corporate officer

2. International Operations: Additional provisions for managers responsible for international business activities

3. Share Options: Details of any share option schemes or equity participation - used when offering equity incentives

4. Performance Metrics: Specific KPIs and performance evaluation criteria - used for performance-based contracts

5. Insurance and Indemnification: Details of D&O insurance and indemnification provisions - important for high-level management positions

6. Representation Powers: Specific powers of representation (Prokura) - used when granting special representative authority

7. Compliance Requirements: Industry-specific compliance obligations - used in regulated industries

8. Supervisory Board Relationship: Interface with supervisory board - required for AG companies or when applicable

What schedules should be included in a Business Management Contract?

1. Schedule 1 - Job Description: Detailed description of role, responsibilities, and reporting lines

2. Schedule 2 - Remuneration Package: Detailed breakdown of salary, bonuses, and benefits

3. Schedule 3 - Company Policies: Key company policies applicable to the manager

4. Schedule 4 - Performance Targets: Specific performance metrics and evaluation criteria

5. Schedule 5 - Authorized Activities: List of pre-approved external activities or board positions

6. Appendix A - Power of Attorney: Formal power of attorney documentation if applicable

7. Appendix B - Compliance Declaration: Manager's declaration of compliance with specific requirements

8. Appendix C - Benefits Schedule: Detailed description of all benefits and allowances

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Healthcare

Retail

Energy

Telecommunications

Automotive

Construction

Real Estate

Logistics

Consumer Goods

Media and Entertainment

Education

Relevant Teams

Legal

Human Resources

Executive Office

Corporate Governance

Compliance

Finance

Operations

Administration

Board Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director (Geschäftsführer)

Board Member (Vorstand)

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Division Director

Regional Manager

Department Head

Executive Vice President

Senior Vice President

Business Unit Manager

Country Manager

General Manager

Branch Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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