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Intercompany Service Agreement
"Need to draft an Intercompany Service Agreement for IT support services between our Irish parent company and UK subsidiary, including GDPR compliance and transfer pricing considerations, to be effective from January 2025."
1. Parties: Identification of the group companies entering into the agreement - service provider and service recipient
2. Background: Context of the agreement, relationship between the parties, and purpose of the service arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Services: Detailed description of services to be provided, service levels, and delivery standards
5. Charges and Payment: Fee structure, payment terms, and transfer pricing methodology
6. Service Provider Obligations: Key responsibilities and commitments of the service providing entity
7. Service Recipient Obligations: Key responsibilities and commitments of the service receiving entity
8. Intellectual Property Rights: Ownership and usage rights of IP created or used in service delivery
9. Confidentiality: Protection of confidential information between group companies
10. Data Protection: GDPR compliance and data handling requirements
11. Term and Termination: Duration of agreement and termination provisions
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Force Majeure: Provisions for handling events beyond reasonable control
14. Governing Law and Jurisdiction: Confirmation of Irish law governance and dispute resolution process
1. Staff and Secondment: Include when services involve staff transfers or secondments between companies
2. Regulatory Compliance: Include for regulated industries or when specific regulatory obligations apply
3. Tax and VAT: Include detailed tax provisions when complex cross-border services are involved
4. Business Continuity: Include when services are critical to business operations
5. Change Control: Include when services may need frequent modification or updating
6. Audit Rights: Include when regular audit of services or pricing is required
7. Group Company Accession: Include when additional group companies may join the agreement later
8. Anti-Bribery and Corruption: Include for international service arrangements or high-risk jurisdictions
1. Schedule 1 - Services Description: Detailed breakdown of services, including scope, deliverables, and exclusions
2. Schedule 2 - Service Levels: Specific performance metrics, KPIs, and quality standards
3. Schedule 3 - Charges: Detailed pricing structure, calculation methodology, and transfer pricing documentation
4. Schedule 4 - Key Personnel: List of key staff involved in service delivery and their roles
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
6. Schedule 6 - Business Continuity Plan: Procedures for maintaining service continuity
7. Appendix A - Service Request Form: Template for requesting additional or modified services
8. Appendix B - Report Templates: Standard formats for service reporting and documentation
Authors
Financial Services
Technology
Manufacturing
Pharmaceutical
Professional Services
Retail
Energy
Healthcare
Telecommunications
Real Estate
Transportation and Logistics
Mining and Resources
Legal
Finance
Tax
Compliance
Operations
Commercial
Shared Services
Risk Management
Procurement
Service Delivery
Corporate Governance
Treasury
General Counsel
Legal Director
Head of Legal
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Financial Controller
Tax Director
Head of Compliance
Operations Director
Commercial Director
Head of Shared Services
Group Financial Controller
Transfer Pricing Manager
Company Secretary
Risk Manager
Head of Procurement
Service Delivery Manager
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