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1. Parties: Identification and details of the contracting parties, including registered addresses and authorized representatives
2. Background: Context of the agreement and general purpose of the professional services
3. Definitions: Key terms used throughout the agreement, including specific German legal terms where applicable
4. Scope of Services: Detailed description of the professional services to be provided, including deliverables and performance standards
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions including notice periods as per German law
6. Remuneration and Payment Terms: Fee structure, payment schedule, invoicing requirements, and VAT provisions
7. Service Provider's Obligations: Key responsibilities, professional standards, and specific commitments of the service provider
8. Client's Obligations: Cooperation requirements, provision of information, and access requirements
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets as per German law
11. Data Protection: GDPR compliance and data processing obligations
12. Liability and Insurance: Limitation of liability provisions (within German legal limits) and required insurance coverage
13. Force Majeure: Provisions for unforeseeable circumstances preventing performance
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction of German courts
15. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on competitive activities, if applicable to the specific service relationship
2. Assignment and Subcontracting: Include when the service provider may need to subcontract or when assignment rights need to be restricted
3. Service Levels: Include for technical or ongoing services requiring specific performance metrics
4. Audit Rights: Include when client requires rights to audit service provider's performance or compliance
5. Personnel Requirements: Include when specific qualifications or security clearances are required
6. Change Control: Include for long-term or complex services where scope changes are likely
7. Exit Management: Include for critical services requiring specific transition arrangements
8. Compliance with Specific Regulations: Include when services are in regulated industries
9. Quality Assurance: Include when specific quality standards or certifications are required
10. Environmental Requirements: Include when services have environmental impacts or requirements
1. Schedule 1 - Service Description: Detailed technical specifications and scope of the services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: Details of key team members and their qualifications
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and conditions
6. Schedule 6 - Change Control Procedure: Process for managing changes to services or terms
7. Appendix A - Required Insurance Coverage: Specific insurance types and coverage amounts
8. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
9. Appendix C - Security Requirements: IT and physical security requirements if applicable
10. Appendix D - Form of Reports: Ƶ for required service reports and documentation
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