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The Business Retainer Agreement is essential for establishing formal, ongoing professional relationships under German law. It is typically used when a company requires regular access to professional services, such as legal advice, consulting, or technical support, on a continuous basis. The agreement provides certainty of service availability while offering the service provider a stable income stream. Structured according to German legal requirements, particularly the BGB (German Civil Code) and HGB (Commercial Code), it includes mandatory provisions for service contracts while addressing specific needs of retainer relationships. The document typically covers service scope, payment terms, performance standards, and termination rights, while ensuring compliance with German commercial practices and regulatory requirements.

1. Parties: Identification of the service provider and the client, including full legal names, registration details, and addresses

2. Background: Context of the business relationship and purpose of the retainer arrangement

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Fees', 'Term', and other relevant definitions

4. Scope of Services: Detailed description of the core services to be provided under the retainer arrangement

5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances

6. Fees and Payment Terms: Monthly/periodic retainer fee, payment schedule, invoicing process, and late payment consequences

7. Service Provider's Obligations: Key responsibilities and commitments of the service provider

8. Client's Obligations: Client's responsibilities, including providing necessary information and cooperation

9. Confidentiality: Protection of confidential information exchanged during the business relationship

10. Intellectual Property Rights: Ownership and usage rights of any IP created during the service provision

11. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties

12. Force Majeure: Provisions for unforeseen circumstances affecting service delivery

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments