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Master Intercompany Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Intercompany Agreement

"I need a Master Intercompany Agreement to establish service arrangements between our UK parent company and five European subsidiaries, with particular focus on shared IT services and transfer pricing compliance, to be implemented by March 2025."

Document background
A Master Intercompany Agreement is essential for corporate groups operating with multiple entities to formalize their internal arrangements and ensure regulatory compliance. Under English and Welsh law, this agreement type provides a robust framework for documenting group-wide policies, service arrangements, and financial flows between related entities. It is particularly important for transfer pricing compliance, governance transparency, and risk management. The agreement typically includes detailed provisions for service delivery, cost allocation, intellectual property sharing, and group-wide standards, while maintaining flexibility for future group changes.
Suggested Sections

1. Parties: Identification of all group companies participating in the agreement

2. Background/Recitals: Context of the agreement and group structure explanation

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Scope of Services: Description of intercompany services and arrangements covered

5. Charging Mechanisms: Pricing methodology and payment terms between group entities

6. Term and Termination: Duration of agreement and termination provisions

7. Governance: Management structure and decision-making processes

8. Confidentiality: Protection of group information and trade secrets

9. Boilerplate Provisions: Standard legal provisions including notices, amendment process, etc.

Optional Sections

1. IP Rights: Intellectual property arrangements between group companies - include when IP sharing or licensing between group entities is involved

2. Data Protection: Provisions for handling personal data between group entities - include when personal data is processed between group companies

3. Employment Matters: Provisions regarding shared employees or secondments - include when staff are shared between group entities

4. Tax Provisions: Specific tax arrangements and transfer pricing compliance - include when specific tax structures need to be documented

Suggested Schedules

1. Service Descriptions: Detailed description of each service provided between group entities

2. Charging Schedule: Detailed pricing mechanisms and cost allocation methodologies

3. Service Levels: Performance metrics and quality standards for services

4. Group Structure Chart: Visual representation of participating group entities

5. Governance Procedures: Detailed procedures for management and oversight

6. Form of Accession Deed: Template for new group companies to join the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing corporate capacity, authority, directors' duties, related party transactions, and company records requirements

Law of Property (Miscellaneous Provisions) Act 1989: Key contract law legislation governing formalities for creation of contracts and property-related matters

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and limits how far civil liability for breach of contract can be avoided

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract made between other parties

Corporation Tax Act 2009: Primary legislation governing corporate taxation including intercompany transactions

Transfer Pricing Legislation: Rules ensuring arm's length pricing between associated enterprises in different tax jurisdictions

Value Added Tax Act 1994: Legislation governing VAT treatment of supplies between companies including group treatment

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Framework for merger control and market investigations in the UK

UK GDPR: Post-Brexit data protection regulation governing processing and transfer of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Financial Services and Markets Act 2000: Primary legislation for regulation of financial services and markets in the UK

Employment Rights Act 1996: Core employment legislation governing employment rights and obligations

TUPE Regulations 2006: Protects employees' rights when business ownership transfers between companies

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights and their transfer

Trade Marks Act 1994: Governs registration and protection of trademarks and their licensing between companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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