Side Agreement for Germany

Side Agreement Template for Germany

A Side Agreement (Nebenabreden) under German law is a supplementary contract that modifies, clarifies, or adds to an existing main agreement without replacing it entirely. Operating within the framework of German civil law (BGB), this document type allows parties to make specific adjustments to their contractual relationship while maintaining the core structure of the original agreement. It must comply with German formal requirements and principles of good faith (Treu und Glauben), while ensuring clear connection to and compatibility with the main agreement. The document typically addresses specific modifications, implementation details, and the precise scope of changes to the original contract terms.

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What is a Side Agreement?

The Side Agreement (Nebenabreden) is a crucial document type in German commercial practice, used when parties need to modify, clarify, or supplement terms of an existing agreement without drafting an entirely new contract or amendment. It is particularly valuable when the changes are specific or limited in scope, or when parties wish to keep certain modifications separate from the main agreement for confidentiality or administrative purposes. The document must comply with German civil law requirements, including written form requirements where applicable, and should clearly reference the main agreement it relates to. Side Agreements are commonly used in scenarios such as adjusting commercial terms, adding new services, modifying delivery schedules, or clarifying interpretation of specific clauses. They must be carefully drafted to ensure consistency with the main agreement and compliance with German legal principles, particularly regarding contract interpretation and good faith.

What sections should be included in a Side Agreement?

1. Parties: Identification of the contracting parties, which must match exactly with the parties in the main agreement

2. Background: Reference to the main agreement, including its date and purpose, and explanation of why this side agreement is needed

3. Definitions: Key terms used in the side agreement, incorporating definitions from the main agreement by reference and adding any new definitions

4. Relationship to Main Agreement: Explicit statement of how this side agreement relates to and interacts with the main agreement

5. Scope of Modification: Specific details of what aspects of the main agreement are being modified, supplemented, or clarified

6. Implementation: Practical aspects of how the modifications will be carried out

7. Duration: Period for which the side agreement is valid, aligned with the main agreement's term

8. Confidentiality: Provisions regarding the confidential treatment of the side agreement's existence and contents

9. Governing Law and Jurisdiction: Confirmation that German law applies and specification of jurisdiction for disputes

What sections are optional to include in a Side Agreement?

1. Representations and Warranties: Additional representations specific to the subject matter of the side agreement, used when new commitments are being made

2. Financial Provisions: Include when the side agreement involves modifications to payment terms or introduces new financial obligations

3. Reporting Requirements: Used when the side agreement introduces specific reporting or notification obligations

4. Third Party Rights: Include when the modifications might affect rights of third parties mentioned in the main agreement

5. Force Majeure: Include when the side agreement introduces new obligations that might be affected by force majeure events

6. Insurance: Used when the modifications require additional or modified insurance coverage

7. Step-In Rights: Include when the side agreement modifies or introduces rights to step in and take over certain obligations

What schedules should be included in a Side Agreement?

1. Schedule 1 - Marked-up Main Agreement: Shows the specific clauses of the main agreement that are being modified, with tracked changes

2. Schedule 2 - Timeline: Implementation timeline for the modifications introduced by the side agreement

3. Schedule 3 - Modified Commercial Terms: Detailed breakdown of any modified commercial or financial terms

4. Appendix A - Authorization Documents: Copies of corporate approvals or other authorizations specific to the side agreement

5. Appendix B - Technical Specifications: Any modified or new technical requirements introduced by the side agreement

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant Industries

Manufacturing

Technology

Financial Services

Construction

Energy

Telecommunications

Healthcare

Real Estate

Automotive

Professional Services

Retail

Logistics

Relevant Teams

Legal

Commercial

Finance

Procurement

Operations

Compliance

Risk Management

Business Development

Project Management

Corporate Affairs

Relevant Roles

Legal Counsel

Contract Manager

Commercial Director

Chief Financial Officer

Business Development Manager

Procurement Manager

Operations Director

Project Manager

Compliance Officer

Risk Manager

General Counsel

Managing Director

Chief Operating Officer

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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