Partner, responsible for the Asia-Pacific region with a China focus
Germany contracts: AGB control, HGB agency, works council.
Germany is a live corridor. Licensed professionals resident there review every engagement. The origin is usually China or Hong Kong, and the constraint here is that German law polices the wording of your own standard terms.
Licensed local professionals in Germany review every engagement. No legal work and no fees begin until you approve the Matter Pack.
What makes Germany contract review different?
- 01Standard terms face judicial content control under sections 305 to 310 BGB, and the B2B test is stricter than most origin drafters expect. Liability caps, indemnities and unilateral change clauses that pass elsewhere are struck here, and striking a clause reinstates the statutory default rather than leaving a gap.
- 02Entity comes before paper. A GmbH needs notarised formation and a Handelsregister entry; a Zweigniederlassung is a different legal animal, not a faster GmbH. Record which one the counterparty is dealing with.
- 03Section 89b HGB gives a Handelsvertreter a goodwill indemnity on termination that cannot be waived in advance, and German courts extend it to some Vertragshändler by analogy. Choosing the agent or the dealer label sets what termination costs years later.
- 04Data paper is two instruments, not one: an Article 28 GDPR processor agreement for the German side, and Standard Contractual Clauses for the transfer back to origin. Separately, section 87 BetrVG gives the Betriebsrat codetermination over systems that can monitor staff, so an HR or telemetry rollout is a negotiation, not a notification.
- 05Forum is a real choice: DIS is the German institution most counterparties recognise, ICC the international default many origin forms already name. Do not reuse a THAC-style local institution name here. AÜG governs labour leasing, and there is no EOR shortcut around it.
Startup pack: NDA, distribution or supply terms reviewed against AGB control, first employment contract, DPA with transfer clauses. Default is a single matter.
Mid-market pack: agency or exclusive distribution with a section 89b position, supply terms, GDPR processor and SCC set, works council documents, shareholders or JV. Default is an annual module.
Contracts most often scoped into Germany
Each file links to the cluster page that carries its drafting notes. A German file runs the channel instrument first, because the agent-or-dealer decision changes what every later document is worth.
Agency AgreementChannel & distributionExclusive Distribution AgreementChannel & distributionSupply AgreementProcurement & supply chainData Processing AgreementData, privacy & securityStandard Contractual ClausesData, privacy & securityEmployment AgreementEmployment & peopleShareholders’ AgreementCorporate, investment & JVArbitration AgreementDisputes & termination
Contract clusters
Where your own wording gets tested
Germany is a live corridor: licensed professionals resident here read the pack, confirm the gaps, and carry the legal judgment before anything is drafted. The unusual part is the direction of travel. In most corridors the question is whether the destination will accept your paper. Here the question is whether German law will let you keep your own clauses.
Partner, commentator on sections 84 to 104 HGB in Münchener Kommentar
Partner, heads the employment practice group
Partner, Dispute Resolution, Board Member of the DIS
No legal work and no fees begin until you approve the pack. Four benches: standard terms and entity, agency and dealer networks, works council, and forum. Each card links to the published profile it is drawn from.
Files delivered into Germany
Three engagements from the inbound-investment corridor, written down the way the pack recorded them. Demo data for internal review.
China to Germany
BYDElectric vehicles
Nationwide sales and service network for a German sales entity, scaling from under thirty locations toward full coverage.
In the Matter Pack
- Agency Agreement
- Exclusive Distribution Agreement
- Arbitration Agreement
What the Matter Pack settled
The agent-or-dealer decision was taken first and in writing, not left to whichever template arrived. Going out as a pure dealer network keeps partners commercially independent, and the pack priced the consequence: section 89b HGB still reaches some dealers by analogy, so the notice period and the end-of-contract stock and goodwill position were drafted as though a claim will be made.
Turnaround13 business days
China to Germany
CATLBattery cells
Plant ramp-up in Thuringia supplying German carmakers, with several hundred people seconded from the origin group alongside local hires.
In the Matter Pack
- Employment Agreement
- Supply Agreement
- Shareholders’ Agreement
What the Matter Pack settled
Once a Betriebsrat is elected the company is codetermined, so the pack treated that as a scheduled event rather than a surprise and listed which decisions would need its agreement. Seconded origin staff were separated from local hires in the paper, because AÜG governs labour leasing and the two groups do not sit on the same instrument.
Turnaround16 business days
China to Germany
XiaomiConsumer electronics
Channel terms for import, offline and online retail and after-sales, with device telemetry returning to the origin group.
In the Matter Pack
- Exclusive Distribution Agreement
- Data Processing Agreement
- Standard Contractual Clauses
What the Matter Pack settled
The origin liability cap did not survive sections 305 to 310 BGB, so it was rebuilt to a level that holds instead of being carried over and hoped for. Data went out as two instruments: an Article 28 processor agreement for the German side and Standard Contractual Clauses for the leg back to the origin. Forum was settled as DIS rather than left on the template's ICC default.
Turnaround10 business days
Turnaround runs from pack approval to delivered draft, not from first contact. Where a clause fails content control the pack says what the statutory default puts in its place, because a struck clause is not a blank.
Questions
Why can we not keep our own standard terms?
Sections 305 to 310 BGB police them, and a struck clause reverts to the statutory default.
Agent or dealer?
The label drives the section 89b HGB goodwill indemnity on termination. It is a pack decision, not a translation choice.
Does the works council get a say on an HR system?
Under section 87 BetrVG, yes. Budget it as a negotiation.