This Service Agreement template is designed for use in the German market when establishing professional service relationships between independent service providers and client organizations. It is particularly relevant for business-to-business (B2B) arrangements where one party provides professional, consulting, technical, or other services to another. The agreement incorporates mandatory provisions required under German law, including specific requirements from the German Civil Code (BGB) and Commercial Code (HGB). It addresses key aspects such as service scope, compensation, liability limitations, and termination rights while maintaining compliance with German standard business terms regulations (AGB-Recht). This template is structured to clearly differentiate the relationship from employment contracts, helping avoid issues of pseudo-self-employment (Scheinselbständigkeit) under German law.

1. Parties: Identification of the contracting parties including registered addresses and registration details (required under German law)

2. Background: Context of the agreement and confirmation of service provider's independent contractor status

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Deliverables', and 'Service Levels'

4. Scope of Services: Detailed description of services to be provided, including any specific requirements and quality standards

5. Service Provider's Obligations: Key responsibilities and commitments of the service provider, including compliance with laws and professional standards

6. Client's Obligations: Responsibilities of the client, including provision of necessary information and cooperation

7. Fees and Payment Terms: Compensation, payment schedule, invoicing requirements, and VAT provisions

8. Term and Termination: Duration of the agreement and termination provisions in accordance with German law

9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during service provision

10. Liability and Limitation of Liability: Liability provisions in accordance with German law, including any permitted limitations

11. Confidentiality: Protection of confidential information and trade secrets

12. Force Majeure: Provisions for unforeseeable circumstances preventing performance

13. Final Provisions: Miscellaneous legal provisions including governing law, jurisdiction, and written form requirement