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Master Intercompany Services Agreement
"Need a Master Intercompany Services Agreement for our Philippine technology group to establish a new shared services arrangement between our parent company and five local subsidiaries, with particular focus on IT support services and data protection compliance."
1. Parties: Identification of the service provider and service recipient companies, including registration details and addresses
2. Background: Context of the intercompany relationship and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including Services, Service Levels, Charges, etc.
4. Scope of Services: General framework for services that may be provided under the agreement
5. Service Requests and Statements of Work: Process for requesting services and creating specific service arrangements
6. Service Levels: General standards and expectations for service delivery
7. Charges and Payment Terms: Pricing principles, payment terms, and transfer pricing compliance requirements
8. Governance and Performance Review: Management structure, reporting requirements, and performance evaluation process
9. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
10. Confidentiality and Data Protection: Protection of confidential information and compliance with data privacy laws
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Personnel and Employment: Include when services involve deployment or secondment of personnel between entities
2. Audit Rights: Include for regulated industries or when specific compliance requirements exist
3. Insurance: Include when services involve significant operational risks
4. Business Continuity: Include when services are critical to business operations
5. Anti-Corruption and Compliance: Include when dealing with international entities or regulated industries
6. Force Majeure: Include when services are susceptible to external disruptions
7. Parent Company Guarantee: Include when additional financial security is required
1. Schedule 1 - Service Categories: List and description of potential service categories covered by the agreement
2. Schedule 2 - Service Level Requirements: Detailed service level metrics and measurement criteria
3. Schedule 3 - Charging Methodology: Detailed pricing principles and cost allocation methods
4. Schedule 4 - Governance Procedures: Detailed procedures for contract management and escalation
5. Schedule 5 - Template Statement of Work: Standard format for documenting specific service arrangements
6. Schedule 6 - Key Personnel: List of key contacts and responsible persons from each party
7. Schedule 7 - Data Processing Requirements: Specific requirements for handling personal and confidential data
8. Appendix A - Transfer Pricing Documentation: Required documentation for tax compliance
9. Appendix B - Service Locations: Approved locations for service delivery and data processing
Authors
Financial Services
Manufacturing
Technology
Professional Services
Healthcare
Retail
Telecommunications
Energy
Consumer Goods
Pharmaceuticals
Logistics
Business Process Outsourcing
Legal
Finance
Tax
Compliance
Operations
Commercial
Risk Management
Corporate Secretariat
Internal Audit
Procurement
Treasury
Shared Services
Chief Executive Officer
Chief Financial Officer
Legal Director
Head of Compliance
Tax Director
Commercial Director
Group Services Manager
Corporate Secretary
Transfer Pricing Manager
Operations Director
Finance Manager
Contract Manager
Risk Manager
Shared Services Director
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