Operations Transfer Agreement

Operations Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

"I need an Operations Transfer Agreement under German law for transferring our Hamburg-based manufacturing facility to a competitor, including provisions for 250 employees and specialized machinery, with completion planned for March 2025."

Document background

The Operations Transfer Agreement is a crucial document used in German business transactions where one entity transfers its operational activities to another. This agreement is particularly relevant in scenarios involving business restructuring, outsourcing, or partial business sales. It must comply with strict German legal requirements, especially §613a BGB regarding employee transfers, and includes comprehensive provisions for asset transfers, employee rights, data protection, and operational continuity. The document is designed to ensure a smooth transition while protecting all stakeholders' interests and maintaining compliance with German corporate, employment, and data protection laws. It requires careful consideration of works council consultation rights, employee information requirements, and specific regulatory approvals depending on the industry sector.

Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names and registered addresses

2. Background: Context of the transfer, description of the business operations being transferred, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Scope of Transfer: Detailed description of the operations being transferred, including business units, activities, and excluded operations

5. Transfer of Employees: Provisions regarding the transfer of employees under §613a BGB, including information and consultation requirements

6. Transfer of Assets: Details of tangible and intangible assets being transferred as part of the operations

7. Consideration and Payment Terms: Financial terms of the transfer, including payment structure and timing

8. Effective Date and Completion: Specification of when the transfer becomes effective and completion mechanics

9. Pre-Completion Obligations: Obligations of both parties before the transfer completion date

10. Post-Completion Obligations: Ongoing obligations after the transfer is completed

11. Warranties and Representations: Standard and specific warranties given by both parties

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. Data Protection: Compliance with GDPR and BDSG requirements for data transfer

14. Confidentiality: Protection of confidential information during and after the transfer

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Transition Services: Details of temporary services provided by transferor to ensure smooth transition - include when there's a need for post-completion support

2. Intellectual Property: Specific provisions for IP transfer and licensing - include when significant IP is involved

3. Real Estate: Provisions regarding transfer or lease of premises - include when property transfer is part of the deal

4. Information Technology: IT systems transfer and transition - include for tech-dependent operations

5. Environmental Matters: Environmental liabilities and compliance - include for manufacturing or industrial operations

6. Customer and Supplier Contracts: Transfer of specific commercial relationships - include when key contracts need special treatment

7. Competition Law Compliance: Specific provisions regarding merger control - include when deal size requires competition clearance

8. Tax Matters: Specific tax structuring provisions - include for complex tax implications

Suggested Schedules

1. Transferred Employees: List of employees transferring with their key employment terms

2. Transferred Assets: Detailed inventory of all assets included in the transfer

3. Transferred Contracts: List of commercial contracts being transferred

4. Excluded Assets and Liabilities: Clear listing of what is not included in the transfer

5. Properties: Details of any real estate involved in the transfer

6. Intellectual Property Rights: Comprehensive list of IP rights being transferred

7. Completion Requirements: Checklist of actions required for completion

8. Form of Employee Information Letter: Template for §613a BGB employee information

9. Transition Services: Detailed description of any transition services and their terms

10. Data Room Index: List of due diligence documents provided

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Information Technology

Business Process Outsourcing

Industrial Services

Logistics and Supply Chain

Healthcare

Financial Services

Automotive

Energy and Utilities

Telecommunications

Retail and Consumer Goods

Professional Services

Relevant Teams

Legal

Human Resources

Operations

Finance

Compliance

Corporate Development

Risk Management

Information Technology

Project Management Office

Business Integration

Data Protection

Procurement

Strategy

Relevant Roles

Chief Executive Officer

Chief Operating Officer

General Counsel

Head of Legal

Human Resources Director

Operations Director

Chief Financial Officer

Integration Manager

Transition Manager

Business Unit Director

Compliance Officer

Data Protection Officer

Corporate Development Director

Merger & Acquisition Manager

Project Manager

Risk Manager

Head of Operations

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