Termination Of Management Agreement for Germany

Termination Of Management Agreement Template for Germany

A comprehensive legal document governed by German law that formalizes the termination of a management agreement between a company and its managing director or executive. This document addresses the cessation of management duties, final compensation arrangements, post-termination obligations, and mutual releases of claims in accordance with German corporate law, particularly the GmbHG (Limited Liability Companies Act) or AktG (Stock Corporation Act). It includes provisions for the handover of responsibilities, confidentiality obligations, and the treatment of company property, all while ensuring compliance with German civil code (BGB) requirements for contract termination.

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What is a Termination Of Management Agreement?

The Termination Of Management Agreement is a crucial document used when ending a formal management relationship under German law. It is typically required when a managing director (Geschäftsführer) or board member's appointment needs to be terminated, whether by mutual agreement or unilateral decision. The document ensures compliance with German corporate law requirements, including the German Civil Code (BGB), Limited Liability Companies Act (GmbHG), and Stock Corporation Act (AktG). It addresses essential elements such as termination date, final compensation, benefit arrangements, confidentiality obligations, and non-compete provisions. This agreement is particularly important in the German business context due to the specific legal requirements for management positions and the formal nature of corporate relationships under German law.

What sections should be included in a Termination Of Management Agreement?

1. Parties: Identification of the company and the manager, including full legal names and addresses

2. Background: Brief recap of the original management agreement, its date, and key terms that are being terminated

3. Definitions: Definitions of key terms used in the termination agreement

4. Termination Date and Effect: Clear statement of when the management agreement will terminate and the immediate effects of termination

5. Final Remuneration and Benefits: Details of final salary, bonuses, and benefits payments, including calculation methods and payment dates

6. Company Property: Obligation to return company property, documents, and data

7. Confidentiality Obligations: Confirmation of ongoing confidentiality obligations post-termination

8. Non-Compete and Non-Solicitation: Confirmation or modification of any existing non-compete and non-solicitation provisions

9. Mutual Release: Release of claims between parties, subject to the terms of the termination agreement

10. Governing Law and Jurisdiction: Confirmation that German law governs the agreement and specification of jurisdiction for disputes

What sections are optional to include in a Termination Of Management Agreement?

1. Transition of Duties: Include when there needs to be a handover period or specific transition arrangements

2. Ongoing Projects: Include when there are specific projects that need to be addressed or transferred

3. Share Options/Equity Arrangements: Include when the manager holds company shares or share options that need to be addressed

4. Insurance and Indemnification: Include when there are specific insurance or indemnification arrangements that need to be addressed

5. Reference and Communications: Include when parties want to agree on the content of references and external/internal communications

6. Post-Termination Assistance: Include when the manager's assistance may be needed for specific matters after termination

7. Tax Implications: Include when there are specific tax arrangements or implications that need to be addressed

8. Supervisory Board Positions: Include when the manager holds positions on supervisory boards that need to be resigned

What schedules should be included in a Termination Of Management Agreement?

1. Schedule 1 - Final Payment Calculation: Detailed breakdown of all final payments, including salary, bonuses, and benefits

2. Schedule 2 - Company Property Inventory: List of all company property to be returned, including IT equipment, documents, and access cards

3. Schedule 3 - Ongoing Projects Status: Status report of all ongoing projects and handover requirements

4. Schedule 4 - Benefits and Entitlements Summary: Summary of all benefits and entitlements and their treatment upon termination

5. Appendix A - Release Form: Formal release of claims document to be signed by both parties

6. Appendix B - Confidentiality Undertaking: Detailed confidentiality obligations post-termination

7. Appendix C - Reference Letter: Agreed form of reference letter, if applicable

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

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Healthcare

Retail

Energy

Telecommunications

Real Estate

Construction

Automotive

Pharmaceuticals

Media and Entertainment

Logistics and Transportation

Relevant Teams

Legal

Human Resources

Corporate Governance

Executive Office

Finance

Compliance

Corporate Secretary Office

Risk Management

Board Secretariat

Relevant Roles

Managing Director (Geschäftsführer)

Chief Executive Officer

Board Member (Vorstandsmitglied)

Executive Director

Chief Financial Officer

Chief Operating Officer

Regional Director

Division Head

General Manager

Country Manager

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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