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The Exclusive Subcontractor Agreement is designed for situations where a company (the main contractor) wishes to establish a sole subcontracting arrangement with another business entity (the subcontractor) under Danish law. This type of agreement is particularly crucial when the main contractor needs to ensure dedicated service capacity, maintain quality control, or protect proprietary processes while outsourcing specific functions. The document addresses key aspects such as exclusivity terms, service standards, compliance with Danish regulations, and risk allocation between parties. It is commonly used in scenarios requiring long-term, stable subcontracting relationships with clear performance metrics and quality standards. The agreement includes comprehensive provisions for protecting both parties' interests while ensuring compliance with Danish competition law and commercial regulations.

1. Parties: Identification and details of the contracting parties (Main Contractor and Subcontractor)

2. Background: Context of the agreement and general business relationship between the parties

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

4. Scope of Services: Detailed description of services to be provided by the Subcontractor

5. Exclusivity: Terms and conditions of the exclusive arrangement, including territorial and service scope

6. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

7. Subcontractor Obligations: Key responsibilities and commitments of the Subcontractor

8. Main Contractor Obligations: Key responsibilities and commitments of the Main Contractor

9. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods

10. Performance Standards: Quality standards, KPIs, and performance requirements

11. Intellectual Property Rights: Ownership and usage rights of IP created during the service provision

12. Confidentiality: Protection of confidential information and trade secrets

13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification provisions

14. Insurance: Required insurance coverage and minimum limits

15. Force Majeure: Provisions for unforeseen circumstances and their handling

16. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability