Tender Agency Agreement for Germany

Tender Agency Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes and regulates the relationship between a principal company and a tender agent. The document outlines the agent's authority to identify, prepare, and submit tenders on behalf of the principal, incorporating requirements from the German Commercial Code (HGB) regarding agency relationships and German public procurement laws. It details commission structures, compliance requirements, reporting obligations, and territorial restrictions while ensuring alignment with German and EU procurement regulations.

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What is a Tender Agency Agreement?

This document is essential for companies seeking to engage professional tender agents in the German market. The Tender Agency Agreement establishes the legal framework for a specialized agent to represent the principal in tender processes, whether for public or private sector opportunities. Under German law, particularly the HGB (Commercial Code) and GWB (Competition Law), such agreements must carefully balance the agent's authority with compliance requirements. The document typically includes detailed provisions on commission structures, tender participation criteria, reporting obligations, and compliance with procurement regulations. It's particularly relevant for companies expanding their presence in German markets or those requiring specialized expertise in navigating complex tender processes.

What sections should be included in a Tender Agency Agreement?

1. Parties: Identification of the Principal and the Tender Agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including the Principal's business nature and need for tender agency services

3. Definitions: Definitions of key terms used throughout the agreement, including 'Tenders', 'Services', 'Territory', and 'Commission'

4. Appointment and Scope: Terms of the Agent's appointment, including exclusivity status and geographical territory

5. Agent's Services: Detailed description of services including tender identification, preparation, submission, and follow-up

6. Principal's Obligations: Principal's duties including providing necessary information, documentation, and support

7. Compliance with Tender Regulations: Obligations regarding compliance with German and EU procurement laws and tender procedures

8. Commission and Payment Terms: Structure of commission, calculation method, payment terms, and conditions for commission eligibility

9. Confidentiality: Provisions for handling confidential information and tender-related data

10. Duration and Termination: Term of agreement, renewal provisions, and termination rights as per German law

11. Post-Termination Provisions: Obligations and rights after termination, including handover of documents and compensation claims

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

What sections are optional to include in a Tender Agency Agreement?

1. Non-Compete Clause: Restrictions on Agent's activities with competitors (only if reasonable and limited in scope as per German law)

2. Performance Targets: Specific tender win rates or participation targets, if applicable

3. Sub-Agents: Terms for appointing sub-agents, if permitted

4. Insurance Requirements: Specific insurance obligations beyond statutory requirements

5. Data Protection: GDPR compliance provisions if personal data processing is involved

6. Force Majeure: Provisions for extraordinary circumstances affecting tender participation

7. Bank Guarantee: Requirements for bank guarantees if required for specific tenders

8. Alternative Dispute Resolution: Mediation or arbitration procedures before court litigation

What schedules should be included in a Tender Agency Agreement?

1. Schedule 1 - Commission Structure: Detailed breakdown of commission rates for different types of tenders and success scenarios

2. Schedule 2 - Territory Definition: Detailed description of geographical areas and/or market sectors covered

3. Schedule 3 - Reporting Requirements: Templates and timing for regular reporting on tender activities

4. Schedule 4 - Power of Attorney: Standard form of power of attorney for tender submissions

5. Schedule 5 - Compliance Procedures: Detailed procedures for ensuring compliance with tender regulations

6. Appendix A - Document Checklist: Standard list of required documents for tender submissions

7. Appendix B - Key Personnel: List of key personnel from both parties responsible for the tender process

8. Appendix C - Target Tender Types: Specification of tender types and categories to be pursued

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

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Construction

Infrastructure

Defense

Healthcare

Information Technology

Energy

Transportation

Telecommunications

Public Works

Environmental Services

Manufacturing

Professional Services

Utilities

Education

Research and Development

Relevant Teams

Legal

Procurement

Business Development

Sales

Compliance

Public Affairs

Commercial Operations

Contract Management

Bid Management

Risk Management

Relevant Roles

Procurement Director

Business Development Manager

Tender Manager

Legal Counsel

Commercial Director

Public Sector Account Manager

Compliance Officer

Contract Manager

Sales Director

Chief Commercial Officer

Bid Manager

Business Development Director

Regional Sales Manager

Public Affairs Manager

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Provides the fundamental principles of contract law, including formation, performance, and termination of contracts, as well as general obligations and liability provisions
German Commercial Code (Handelsgesetzbuch - HGB): Contains specific provisions for commercial agency agreements (§§ 84-92c HGB), including rights and obligations of commercial agents, commission calculations, and termination provisions
Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Regulates competition law and public procurement procedures, particularly relevant for tender processes and competitive bidding
Public Procurement Regulation (Vergabeverordnung - VgV): Details the specific procedures and requirements for public tenders in Germany, implementing EU procurement directives
EU Directive 2014/24/EU: European framework for public procurement that has been incorporated into German law, setting standards for tender procedures
German Act on Part-Time Work and Fixed-Term Employment (Teilzeit- und Befristungsgesetz - TzBfG): Relevant for determining the duration and terms of the agency agreement if it's intended to be fixed-term
Commercial Agents Directive (86/653/EEC): EU directive on self-employed commercial agents, implemented in German law, providing minimum standards for agent protection
German Fair Trading Law (Gesetz gegen den unlauteren Wettbewerb - UWG): Regulates unfair competition practices and must be considered in the context of tender participation and agent activities
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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