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The Subcontractor Agreement For Services is essential for businesses operating in Germany who need to engage external service providers while maintaining compliance with German legal requirements. This document is particularly crucial as it helps distinguish genuine service contracts from employment relationships, addressing the critical issue of pseudo self-employment (Scheinselbständigkeit) under German law. The agreement covers essential elements including service scope, payment terms, liability provisions, data protection, and intellectual property rights, while ensuring compliance with German Civil Code (BGB), Commercial Code (HGB), and relevant social security regulations. It's typically used when a primary contractor needs to delegate part of their contractual obligations to another party while maintaining quality control and regulatory compliance.

1. Parties: Identification of the main contractor and subcontractor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and reference to any main contract

3. Definitions: Key terms used throughout the agreement, including Services, Main Contract, Client, Deliverables

4. Scope of Services: Detailed description of services to be provided, including specific deliverables and performance standards

5. Independence of Subcontractor: Clear statements establishing the subcontractor's independence to avoid classification as employment

6. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods

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

8. Performance Standards: Quality requirements, timelines, and acceptance criteria for the services

9. Obligations of the Subcontractor: Key responsibilities, compliance requirements, and performance commitments

10. Obligations of the Main Contractor: Support, information, and resources to be provided by the main contractor

11. Intellectual Property Rights: Ownership and usage rights for work products and pre-existing IP

12. Confidentiality: Protection of business secrets and confidential information as per GeschGehG

13. Data Protection: GDPR compliance requirements and data processing obligations

14. Liability and Insurance: Limitation of liability provisions and required insurance coverage

15. Force Majeure: Provisions for unforeseen circumstances and their handling

16. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement

17. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes