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Master Intercompany Agreement
"Need a Master Intercompany Agreement for our German manufacturing group with 12 European subsidiaries, focusing on shared services and transfer pricing compliance, with implementation planned for January 2025."
1. Parties: Identification of the group companies entering into the agreement, including registration details as required under German law
2. Background: Context of the group structure and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including specific German law concepts
4. Scope of Agreement: Framework for intercompany dealings and types of transactions covered
5. General Principles: Overarching principles governing all intercompany transactions and relationships
6. Service Provisions: General terms governing the provision of services between group companies
7. Financial Terms: Framework for pricing, payment terms, and invoicing requirements
8. Transfer Pricing Compliance: Provisions ensuring compliance with German and international transfer pricing requirements
9. Tax Matters: General tax principles and obligations for intercompany transactions
10. Intellectual Property Rights: Framework for IP sharing and licensing between group companies
11. Confidentiality: Protection of confidential information shared between group companies
12. Data Protection: GDPR and BDSG compliance requirements for data sharing
13. Duration and Termination: Term of the agreement and termination provisions
14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses adapted to German law requirements
1. Profit and Loss Transfer Provisions: Required if the agreement includes Organschaft arrangements under German tax law
2. Domination Provisions: Required if implementing a domination agreement (Beherrschungsvertrag) under German corporate law
3. Shared Services: Detailed provisions for shared service arrangements within the group
4. Personnel Secondment: Framework for employee secondments between group companies
5. Group Treasury Services: Provisions for cash pooling and treasury services
6. Insurance and Risk Management: Group-wide insurance and risk allocation provisions
7. Compliance Program: Group-wide compliance requirements and procedures
1. Schedule 1 - Participating Group Companies: List of all group companies participating in the agreement with corporate details
2. Schedule 2 - Services Framework: Detailed description of types of services that may be provided between group companies
3. Schedule 3 - Pricing Principles: Detailed transfer pricing methodology and principles
4. Schedule 4 - Service Level Standards: Standard service levels applicable to intercompany services
5. Schedule 5 - Governance Procedures: Detailed procedures for approval and management of intercompany transactions
6. Schedule 6 - Form of Local Services Agreement: Template for specific service agreements between group companies
7. Schedule 7 - Calculation of Charges: Detailed methodology for calculating service charges and allocations
8. Appendix A - Contact Details: Key contact persons for each participating group company
9. Appendix B - Required Local Law Modifications: Country-specific modifications required for participating companies
Authors
Manufacturing
Automotive
Financial Services
Technology
Pharmaceuticals
Chemical Industry
Retail
Energy
Telecommunications
Professional Services
Industrial Products
Consumer Goods
Healthcare
Media and Entertainment
Transportation and Logistics
Legal
Finance
Tax
Treasury
Compliance
Corporate Governance
Risk Management
Accounting
Corporate Development
Operations
Internal Audit
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Legal
Tax Director
Corporate Controller
Head of Compliance
Treasury Director
Group Financial Controller
Transfer Pricing Manager
Company Secretary
Head of Corporate Development
Finance Director
Operations Director
Risk Manager
Legal Counsel
Corporate Lawyer
Group Accountant
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