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Master Intercompany Agreement
"I need a Master Intercompany Agreement for a Philippine technology group with five local subsidiaries, focusing on shared IT services and software licensing, with special attention to data privacy and intellectual property protection."
1. Parties: Identification of the participating group companies and their legal status
2. Background: Context of the group structure and purpose of the agreement
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Scope of Agreement: Overview of covered services, transactions, and relationships
5. Service Provisions: General terms governing the provision of intercompany services
6. Pricing Principles: Transfer pricing methodology and pricing determination principles
7. Payment Terms: Payment conditions, timing, currency, and settlement procedures
8. Intellectual Property Rights: Management and protection of IP within the group
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection: Compliance with data privacy laws and data handling procedures
11. Audit Rights: Rights to audit and inspect records related to intercompany transactions
12. Term and Termination: Duration of agreement and termination provisions
13. Governing Law: Application of Philippine law and jurisdiction
14. Dispute Resolution: Procedures for resolving disputes between group companies
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Tax Compliance: Specific section on tax compliance and reporting requirements, needed when significant cross-border transactions are involved
2. Employee Transfers: Terms for secondment or transfer of employees between group companies, required when staff sharing is contemplated
3. Quality Standards: Quality requirements and KPIs, needed for manufacturing or technical service arrangements
4. Insurance: Insurance requirements and allocation of risk, important for high-risk activities
5. Environmental Compliance: Environmental standards and compliance requirements, necessary for manufacturing or operations with environmental impact
6. Force Majeure: Detailed force majeure provisions, recommended for long-term critical services
7. Anti-Corruption: Anti-corruption and compliance provisions, essential when dealing with government contracts or high-risk jurisdictions
1. Schedule 1 - Participating Group Companies: List of all group companies participating in the agreement with their details
2. Schedule 2 - Services Description: Detailed description of all intercompany services covered
3. Schedule 3 - Pricing Schedule: Detailed pricing methodologies and rates for different services
4. Schedule 4 - Service Levels: Service level agreements and performance metrics
5. Schedule 5 - Allocation Keys: Cost allocation methodologies and keys for shared services
6. Schedule 6 - Standard Operating Procedures: Detailed procedures for key operational aspects
7. Appendix A - Template Service Order: Standard form for requesting specific services under the agreement
8. Appendix B - Financial Reporting Templates: Templates for financial reporting and invoicing
9. Appendix C - Compliance Certificates: Required compliance and governance certificates
Authors
Manufacturing
Technology
Financial Services
Consumer Goods
Healthcare
Professional Services
Energy
Real Estate
Telecommunications
Retail
Logistics
Industrial Services
Legal
Finance
Tax
Compliance
Treasury
Internal Audit
Risk Management
Corporate Governance
Operations
Commercial
Accounting
Strategy
Corporate Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Legal
Corporate Secretary
Tax Director
Finance Director
Compliance Officer
Transfer Pricing Manager
Group Controller
Operations Director
Commercial Director
Risk Manager
Internal Audit Manager
Treasury Manager
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