The Management Agreement Contract is a crucial document used when appointing managing directors (Gesch盲ftsf眉hrer) in German companies, whether in the form of a GmbH (limited liability company) or AG (stock corporation). This agreement is essential for establishing clear parameters of the management relationship, ensuring compliance with German corporate law, and protecting both the company's and manager's interests. The document typically includes comprehensive provisions on management duties, remuneration, benefits, confidentiality, non-compete obligations, and termination rights, all structured to comply with German legal requirements. It's particularly important as it differs from standard employment contracts due to the special nature of management positions under German law and requires careful consideration of corporate governance aspects.
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1. Parties: Identification of the contracting parties - the company and the manager(s)
2. Background: Context of the agreement and brief description of the company and management position
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Formal appointment of the manager, position title, and duration of the agreement
5. Duties and Responsibilities: Detailed description of management duties, reporting lines, and scope of authority
6. Time Commitment: Expected working hours and availability requirements
7. Remuneration and Benefits: Base salary, bonuses, profit sharing, and other benefits
8. Expenses: Policy on business expenses and reimbursement procedures
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Intellectual Property: Ownership and rights to intellectual property created during the management role
11. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement
12. Data Protection: Compliance with GDPR and German data protection laws
13. Termination: Grounds for termination, notice periods, and consequences
14. Post-Termination Obligations: Continuing obligations after the agreement ends
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
16. Miscellaneous: Standard boilerplate provisions including severability and entire agreement
1. Corporate Governance: Additional provisions for compliance with corporate governance requirements - used for larger corporations subject to specific governance rules
2. International Operations: Provisions for managers operating across multiple jurisdictions - included when the role involves international responsibilities
3. Share Options: Details of any share option schemes or equity participation - used when equity compensation is part of the package
4. Insurance and Indemnification: Specific provisions for D&O insurance and indemnification - particularly important for high-risk industries or senior positions
5. Supervisory Board Relationship: Specific provisions regarding interaction with supervisory board - required for companies with a two-tier board system
6. Compliance Requirements: Industry-specific compliance obligations - included for regulated industries
7. Force Majeure: Provisions for extraordinary circumstances - particularly relevant post-COVID or in volatile industries
1. Schedule 1 - Position Description: Detailed description of the management position, responsibilities, and reporting structure
2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements including formulae for variable components
3. Schedule 3 - Benefits Package: Comprehensive list of benefits and associated terms
4. Schedule 4 - Company Policies: Key company policies applicable to the manager
5. Schedule 5 - Performance Metrics: Specific KPIs and performance evaluation criteria
6. Appendix A - Power of Attorney: Scope of manager's authority to represent the company
7. Appendix B - Confidential Information: Specific definition and examples of confidential information
8. Appendix C - Approved External Appointments: List of pre-approved external directorships or appointments
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