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1. Parties: Identification and details of the service provider and service recipient, including their legal form and registered addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided, including any specific requirements or standards
5. Service Provider's Obligations: Key responsibilities and commitments of the service provider
6. Client's Obligations: Key responsibilities and commitments of the client, including cooperation duties
7. Fees and Payment Terms: Service fees, payment schedule, invoicing requirements, and VAT provisions
8. Term and Termination: Duration of the agreement and conditions for termination
9. Intellectual Property Rights: Ownership and usage rights of any intellectual property created or used during service provision
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Liability and Indemnification: Limitation of liability and indemnification provisions in accordance with German law
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Data Protection: Required when services involve processing of personal data, including GDPR compliance provisions
2. Non-Competition: Used when restricting the service provider from competing activities
3. Quality Assurance: Include when specific quality standards or KPIs need to be maintained
4. Subcontracting: Required when the service provider may need to engage subcontractors
5. Insurance: Include when specific insurance coverage is required for the services
6. Compliance with Laws: Required when services are in regulated industries or require specific certifications
7. Exit Management: Include for complex services requiring transition arrangements upon termination
1. Schedule 1 - Service Description: Detailed technical or operational specifications of the services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Contact Details: Key contact persons and escalation procedures
5. Appendix A - Data Processing Agreement: Required for GDPR compliance when processing personal data
6. Appendix B - Technical Requirements: Technical specifications or requirements for service delivery
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