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
