Almost every Aufhebungsvertrag we see contains the same reference clause: the employer will issue „ein wohlwollendes qualifiziertes Arbeitszeugnis”. It sounds like a concession. It is not — that clause promises you nothing beyond what § 109 GewO and case law already require, and it leaves the one thing that matters, the actual wording, entirely in the employer’s hands. The moment you sign, your negotiating leverage is gone; the Zeugnis dispute you failed to settle in the agreement becomes a second, separate fight you must run with no bargaining chips. The fix is simple and standard practice for well-advised employees: negotiate the full text — or at minimum the grade — into the agreement itself.
Why the standard clause is nearly worthless
Unpack the boilerplate: „qualifiziert” means a reference assessing performance and conduct — your statutory right anyway. „Wohlwollend” (benevolent) is likewise already required by Federal Labor Court case law, which obliges every employer to word every Zeugnis benevolently within the bounds of truth. The clause therefore restates the law and decides nothing that was actually in dispute:
- The grade — „benevolent” is satisfied by a grade-3 text that quietly ends your career prospects in your field.
- The wording — every coded formulation, order trick and omission remains available to the employer; see our guide to Zeugnis grading.
- The closing formula — thanks, regret and best wishes cannot be compelled under case law, so a spiteful HR department can lawfully omit them.
- Timing and form — no issue date, no signatory rank, no letterhead commitment.
Employers know this. A generous-sounding Zeugnis clause costs them nothing, which is exactly why it appears in every first draft.
The gold standard: the full text as an annex (Anlage)
The clean solution is to agree the complete Zeugnis text and attach it to the Aufhebungsvertrag as an annex, with a clause along these lines: the employer will issue a qualified reference with the content of Anlage 1, on company letterhead, signed by [managing director / head of department], dated [last day of employment]. This converts the Zeugnis from a future discretionary act into a precisely defined contractual obligation. What the annexed draft must contain:
- Complete and accurate task description, including responsibilities, team size, budgets, projects.
- The summary performance formula at the agreed grade — „stets zu unserer vollen Zufriedenheit” for gut, „stets zu unserer vollsten Zufriedenheit” for sehr gut.
- Conduct sentence with superiors named first and, where relevant, customers included.
- Full closing formula: thanks for the cooperation, regret at the departure, best wishes for the future „und weiterhin viel Erfolg”.
- A neutral, agreed exit-reason sentence consistent with the rest of your narrative.
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Draft the Zeugnis yourself
Never wait for the employer’s draft. Write the text you need — using a strong earlier reference or professional template — and put it on the table as Anlage 1. The party that drafts, controls.
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Anchor it in the agreement
The clause must reference the annex as binding content, fix letterhead, signatory rank and issue date, and ideally add that a Zwischenzeugnis with the same content is issued immediately.
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Carve it out of the settlement clause
Ensure the final catch-all clause expressly excludes the Zeugnis obligation (and any other continuing duties) from the mutual waiver — otherwise the clause you fought for can be argued away.
Second best: fix the grade and the drafting right
Where the full annex is not achievable — time pressure, employer resistance — two fallback clauses preserve most of the value:
- Grade specification: „Leistung und Verhalten werden mit ‚sehr gut’ bewertet” — or, better, spelling out the exact formula sentences („stets zu unserer vollsten Zufriedenheit”; conduct „stets vorbildlich”). Naming the grade alone still leaves wording games open; naming the sentences closes them.
- Drafting right (Entwurfsrecht): the employee submits the draft, and the employer may deviate only where the draft is factually incorrect. Courts accept such clauses, and they invert the power dynamic for the entire document, not just the graded sentences.
- Closing-formula commitment: because thanks and regret are not owed by law, they must be promised by contract — one sentence in the agreement does it.
Enforcement: what happens after signing
Where the Zeugnis obligation lives determines how hard it is to enforce:
- Court settlement (Prozessvergleich): if your exit is settled in Kündigungsschutz proceedings, the settlement is an enforceable title. An employer that fails to issue the agreed Zeugnis faces coercive fines (Zwangsgeld) in enforcement proceedings under § 888 ZPO — compliance usually follows the first enforcement application. This is one more reason why a court-recorded settlement is structurally superior to a private deal.
- Private Aufhebungsvertrag: not a title. If the employer stalls or issues a deviating text, you must sue at the labor court first — months of delay exactly when you need the document for applications. The annex construction at least makes the lawsuit trivial to win: the court compares issued text against Anlage 1.
Practical safeguard in either case: agree that the Zeugnis (and an interim version) is issued before or concurrently with other performance milestones — not as the last loose end after the severance is paid and the employer has lost all interest in you.
The Zwischenzeugnis lever
The most underused tool in Zeugnis negotiations is the interim reference. If you hold — or can still obtain — a Zwischenzeugnis, the employer is largely bound by its own earlier assessment: deviating downward in the final Zeugnis requires justification by facts arising after the interim one. Two applications:
- Before signing: request a Zwischenzeugnis at the first sign of restructuring, while relations are still functional. It freezes your grade at pre-conflict levels.
- In the agreement: a clause that the final Zeugnis will be issued „entsprechend dem Zwischenzeugnis vom [date]” imports an already-agreed text wholesale — often easier to negotiate than a fresh annex, because the employer has already signed those words once.
Worked example
Product manager in Bonn, six years’ tenure, gross €7,000 per month. Restructuring; the employer presents an Aufhebungsvertrag: severance of €31,500 (0.75 monthly salaries per year of service), garden leave, the standard „wohlwollendes qualifiziertes Zeugnis” clause — and a comprehensive settlement clause with no carve-outs.
We renegotiate before signature. Outcome: severance raised to €42,000 (1.0 per year), plus a complete Zeugnis text attached as Anlage 1 — grade „sehr gut”, superiors-first conduct sentence, full thanks-regret-success closing formula, dated the last day of employment — plus a Zwischenzeugnis with identical content within two weeks of signing, plus an express carve-out of the Zeugnis and reference obligations from the settlement clause.
Three months later the employer issues a Zeugnis that „condenses” the annex and drops the closing formula. One letter pointing to Anlage 1 and the threat of enforcement resolves it in eight days. Without the annex, that dispute would have been a fresh lawsuit over whether „wohlwollend” was satisfied — with the burden of argument on the employee and the €42,000 already banked by both sides.
Frequently asked questions
Can I really demand a „sehr gut” Zeugnis in the negotiation?
You can agree any grade the employer will sign — contractual freedom governs the Aufhebungsvertrag, and in exit negotiations the Zeugnis grade is routinely traded alongside severance and exit dates. This is different from litigation, where you must prove you earned an above-average grade. Negotiation is precisely where „sehr gut” is cheapest to obtain.
The employer says the Zeugnis „will be sorted separately later”. Should I accept that?
No. „Later” means after your leverage is gone. If the employer genuinely intends a good reference, it costs nothing to commit to the text now. Resistance to fixing the wording is itself information — see our checklist on whether to sign a termination agreement.
What if the employer issues a Zeugnis that deviates from the annexed text?
You have a contractual fulfilment claim on the exact annex text. From a court settlement, you enforce directly with coercive-fine proceedings; from a private agreement, you sue — a near-certain win, but a delay. Either way, deviations are usually corrected quickly once challenged, because the employer has no defensible position.
Does an agreed top-grade Zeugnis look implausible next to a termination?
Rarely a real-world problem. Restructurings end excellent employment relationships every day, and German recruiters know that negotiated exits routinely include negotiated references. An implausibly poor Zeugnis damages you far more reliably than a strong one raises eyebrows.
I already signed with only the standard clause. Is everything lost?
Not everything. You still hold the statutory correction claim, and the „wohlwollend” commitment plus any Zwischenzeugnis give anchor points. But check the settlement clause carefully and act quickly — contractual exclusion periods and Verwirkung can erode Zeugnis claims within months. Take advice before writing to the employer.