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Exclusive Consulting Agreement Template for Germany

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Key Requirements PROMPT example:

Exclusive Consulting Agreement

"I need an Exclusive Consulting Agreement for our software development consultant who will be working on our proprietary AI platform starting January 2025, with strict non-compete provisions and IP protection under German law."

Document background
The Exclusive Consulting Agreement is essential for businesses operating in Germany that require specialized expertise while ensuring service exclusivity. This document is particularly relevant when a company needs to secure dedicated consulting services and prevent the consultant from working with competitors. The agreement must comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and data protection laws (GDPR). It typically includes comprehensive provisions for service scope, compensation, intellectual property rights, confidentiality, and termination conditions. The exclusive nature of the agreement requires careful consideration of competition law implications and clear definition of the scope of exclusivity to ensure enforceability under German law.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details if applicable

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 consulting services to be provided

5. Exclusivity: Terms of exclusive relationship and restrictions on providing services to competitors

6. Term and Termination: Duration of the agreement and conditions for termination

7. Fees and Payment Terms: Compensation structure, payment schedule, and expense reimbursement

8. Independent Contractor Status: Clear statement of consultant's status as independent contractor and not an employee

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing IP

11. Data Protection: GDPR compliance and data processing obligations

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes

15. Miscellaneous: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Non-Competition: Post-termination restrictions on competing activities (include if specific post-termination restrictions are needed)

2. Insurance: Requirements for professional liability insurance (include for high-risk or regulated industries)

3. Compliance with Laws: Specific regulatory compliance requirements (include for regulated industries or special compliance needs)

4. Performance Metrics: Specific KPIs and performance standards (include if performance-based compensation or specific deliverables are required)

5. Training and Support: Requirements for training or support provided by either party (include if specific knowledge transfer is needed)

6. Succession Planning: Provisions for transition of services (include for long-term or critical service relationships)

7. Third-Party Rights: Rights of client's affiliates or other beneficiaries (include if services benefit multiple entities)

Suggested Schedules

1. Schedule A - Service Description: Detailed scope of work, deliverables, and service specifications

2. Schedule B - Fee Schedule: Detailed fee structure, rates, and payment terms

3. Schedule C - Service Levels: Performance standards, metrics, and reporting requirements

4. Schedule D - Key Personnel: List of key consultant personnel assigned to the project

5. Schedule E - Client Materials: List of materials and resources to be provided by the client

6. Appendix 1 - Data Processing Agreement: GDPR-compliant data processing terms and conditions

7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and protected information

8. Appendix 3 - Compliance Requirements: Specific regulatory or industry compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses

































Relevant Industries

Management Consulting

Information Technology

Financial Services

Healthcare

Manufacturing

Energy

Telecommunications

Professional Services

Engineering

Environmental Services

Education

Research and Development

Digital Transformation

Strategy Consulting

Business Process Optimization

Relevant Teams

Legal

Procurement

Human Resources

Finance

Operations

Compliance

Business Development

Strategy

Project Management

Risk Management

Corporate Development

Information Technology

Research and Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Legal Counsel

Procurement Manager

Project Manager

Business Development Director

Strategy Director

Human Resources Director

Operations Manager

Contract Manager

Compliance Officer

Management Consultant

Technical Consultant

Department Head

Managing Director

General Counsel

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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