The Partnership Framework Agreement is a sophisticated legal instrument used to establish and govern long-term collaborative relationships between business entities under German law. This document type is particularly suitable when parties intend to engage in multiple joint projects or ongoing business activities and need a comprehensive framework to govern their relationship. It addresses key aspects required under German legal framework, including the provisions of the German Civil Code (BGB) and Commercial Code (HGB), while providing flexibility for future collaboration. The agreement typically includes detailed provisions on governance, financial arrangements, intellectual property rights, and risk allocation, making it essential for complex business partnerships, joint ventures, and strategic alliances. It serves as a master agreement that can be supplemented by specific project agreements or addenda as the partnership evolves.

1. Parties: Identification and details of all partnership parties, including registered addresses and registration numbers

2. Background: Context of the partnership and general intentions of the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Partnership Scope and Purpose: Detailed description of partnership objectives and scope of collaboration

5. Duration and Term: Term of the agreement, including commencement date and renewal provisions

6. Partnership Contributions: Details of initial and ongoing contributions from each partner (capital, assets, services)

7. Management and Decision Making: Governance structure, voting rights, and decision-making processes

8. Financial Provisions: Profit sharing, loss allocation, accounting principles, and financial management

9. Partner Rights and Obligations: Core responsibilities and rights of each partner

10. Intellectual Property Rights: Ownership and usage rights of IP brought into or created during the partnership

11. Confidentiality: Protection and handling of confidential information

12. Data Protection: GDPR compliance and data handling procedures

13. Liability and Indemnification: Allocation of risks and liabilities between partners

14. Termination: Grounds and procedures for termination of the partnership

15. Post-Termination Obligations: Obligations surviving termination and wind-down procedures

16. Notices: Communication procedures and contact details

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

18. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments