Hardship Waiver Template for Germany

The Hardship Waiver is a specialized legal document used in German commercial practice when parties wish to create certainty in their contractual relationships by explicitly waiving rights related to hardship under §313 BGB (Störung der Geschäftsgrundlage). This document becomes relevant in situations where parties want to ensure contract stability despite potential future changes in circumstances, particularly in long-term commercial relationships or high-value transactions. It includes specific provisions addressing the scope of the waiver, acknowledgments of the rights being waived, and any compensation or conditions associated with the waiver. The document must carefully balance the requirements of German law, which generally provides strong protections regarding hardship, with the parties' freedom to contract. It is particularly important in international transactions where parties seek to create more predictability in their contractual relationships under German law.

1. Parties: Identification of the contracting parties, including full legal names and addresses

2. Background: Context of the agreement, including reference to the original contract and the circumstances leading to the hardship situation

3. Definitions: Key terms used in the waiver, including specific definition of the hardship situation and related concepts

4. Description of Hardship: Detailed description of the specific hardship situation and how it affects the original contractual obligations

5. Acknowledgment of Rights: Explicit acknowledgment of the rights under §313 BGB that would otherwise be available

6. Waiver Declaration: Clear and explicit waiver of the right to invoke hardship provisions, with specific reference to §313 BGB

7. Scope of Waiver: Precise delimitation of what aspects of hardship rights are being waived and any limitations

8. Representations and Warranties: Confirmations by the parties regarding their understanding of the waiver and its implications

9. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes

10. Severability: Standard clause ensuring remaining provisions remain valid if parts are found invalid

11. Execution: Signature blocks and execution requirements