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The Transfer Of Service Agreement is a crucial document used when transitioning services from one provider to another under German jurisdiction. It is particularly relevant in scenarios involving outsourcing changes, service provider switches, or business restructuring. The agreement must comply with strict German legal requirements, especially §613a BGB regarding employee transfers, GDPR and BDSG for data protection, and various commercial law provisions. This document typically includes detailed provisions for service scope, employee transfers, asset handover, data protection, transition planning, and ongoing obligations. It's designed to ensure seamless service continuation while protecting employee rights and maintaining regulatory compliance under German law. The agreement is essential for managing risk and establishing clear responsibilities during and after the transfer process.

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

2. Background: Context of the service transfer, including current service arrangement and reason for transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Transfer: Detailed description of services being transferred and excluded services

5. Transfer Date and Timeline: Effective date of transfer and key milestone dates

6. Employee Transfer Provisions: Terms governing the transfer of employees under §613a BGB, including rights, obligations and information requirements

7. Data Protection and Confidentiality: Provisions ensuring GDPR and BDSG compliance in data transfer and ongoing data handling

8. Transfer Process: Detailed process for implementing the transfer, including handover procedures

9. Assets and Resources: Transfer of relevant assets, equipment, and resources

10. Transition Services: Any temporary services provided by transferor during transition period

11. Warranties and Representations: Standard warranties regarding service delivery, compliance, and authority to transfer

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

13. Costs and Payments: Financial terms including transfer costs and ongoing service payments

14. Dispute Resolution: Procedures for handling disputes under German law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law