Services at a Glance
Contract Drafting and General Terms and Conditions
Whoever sets up a new business model, enters into a cooperation or processes recurring transactions needs a solid contractual foundation — and ideally a lawyer involved from the start. In practice, many clients only get in touch once problems have already arisen: services were rendered without agreed acceptance criteria, liability limits or payment terms in place. Resolving such disputes costs many times what careful contract drafting would have cost upfront. Act early, pay once. Act too late, pay multiple times.
General terms and conditions are the most efficient instrument for businesses with standardised operations. They allow identical types of transactions to be governed consistently and with legal certainty, without individual negotiation each time. At the same time, GTC are subject to strict content review under §§ 305 ff. BGB. Clauses that unreasonably disadvantage the counterparty are void; the applicable statutory default rule replaces them — which is generally less favourable to the drafter. Particularly relevant is the distinction between B2B and B2C: in consumer-facing transactions, significantly stricter requirements apply regarding liability limitations, withdrawal rights and payment terms.
GTC become outdated. Case law and legislation evolve, and clauses that were valid a few years ago may no longer withstand content review today. Regular review of existing GTC is therefore not a formality but a sensible precaution — for online retailers just as for IT providers, service businesses or B2B suppliers. Third-party GTC presented by business partners should also be reviewed for risk before signing.
Special Contract Types in IP and IT
A large proportion of contract work concerns agreements in the field of intellectual property and digital services. These contract types have their own legal particularities that standard templates rarely address adequately.
IT, Works and Service Contracts
When commissioning software development, IT projects or complex services, the question of the correct contract type arises regularly. Works contract law requires the production of a specific outcome and gives the client defect claims; service contract law only requires reasonable effort. This distinction has significant consequences for acceptance, remuneration, liability and the allocation of risk in the event of delay or poor performance. Copyright questions are added: for individually developed software, the extent to which usage rights are transferred to the client must be agreed, whether source code escrow is arranged, and what happens in the event of the service provider's insolvency. SaaS contracts additionally require provisions on availability, data backup, data protection and exit scenarios.
Licence Agreements and Copyright Usage Arrangements
Intangible assets — trademarks, software, copyright-protected works — can be licensed or permanently transferred. A licence agreement must clearly state which rights are granted, to what extent, for which types of use and which territory, whether sublicensing is permitted, and how the remuneration is structured. Errors in the grant of rights lead either to the licensee obtaining more rights than intended — or to the licensee not actually holding the usage rights necessary for its operations.
Trademark Agreements
Trademark law has a number of specific contract types with their own requirements. Coexistence agreements govern the coexistence of similar signs and prevent costly opposition proceedings. Priority agreements secure existing usage rights against later marks. Trademark licence agreements must take into account the licensor's supervision rights under § 25 MarkenG to avoid jeopardising protection of the mark. In transfer agreements, the requirements of § 27 MarkenG must be met, and ongoing opposition or infringement proceedings as well as liability for pre-existing obligations must be addressed.
Non-Disclosure Agreements
Non-disclosure agreements are used before cooperations, investor discussions or the engagement of external service providers. An effective NDA precisely defines which information is classified as confidential, sets out standardised exceptions, governs the term and post-termination obligations, and contains a contractual penalty clause. Depending on the situation, a unilateral or mutual NDA is appropriate. Third-party standard form NDAs are also frequently submitted for review.
Data Protection and Data Processing
As soon as personal data is processed by third parties within a contractual relationship, the GDPR requires a data processing agreement (DPA). Content and structure are governed by Art. 28 GDPR; incomplete or defective DPAs can give rise to regulatory risk. Data protection contracts arising in connection with commercial law and digital services are therefore regularly addressed as part of the overall advice.
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