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Tax Protection Agreement

Tax Protection Agreement Template for Netherlands

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Key Requirements PROMPT example:

Tax Protection Agreement

"I need a Tax Protection Agreement under Dutch law for our company's acquisition of a technology startup, where we as the buyer need protection against any pre-closing tax liabilities until January 2025, with specific coverage for R&D tax credit claims."

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Document background
Tax Protection Agreements are essential risk management tools in Dutch business transactions, particularly in mergers, acquisitions, and corporate restructurings. These agreements are used when parties need certainty regarding potential tax exposures and seek to allocate tax risks effectively. The document typically outlines specific tax matters covered, protection mechanisms, claim procedures, and compliance requirements under Dutch tax law. A Tax Protection Agreement becomes particularly important in scenarios involving complex corporate structures, cross-border transactions, or situations where historical tax positions might be challenged by authorities. The agreement must comply with Dutch Civil Code requirements and align with both domestic and international tax regulations, making it a crucial document for managing tax-related risks in business transactions.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including the tax protection provider and the protected party

2. Background: Context of the agreement, including relevant transaction or circumstance giving rise to the need for tax protection

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific tax-related terminology

4. Scope of Tax Protection: Detailed description of which taxes and tax-related costs are covered under the agreement

5. Protection Mechanism: Specifics of how the tax protection will operate, including calculation methods and timing

6. Payment Terms: Terms and conditions for payments, including timing, currency, and payment methods

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their ability to enter into and perform the agreement

8. Indemnification Process: Procedures for claiming protection, including notification requirements and documentation

9. Duration and Termination: Term of the agreement and circumstances under which it can be terminated

10. Dispute Resolution: Procedures for resolving disputes, including applicable law and jurisdiction

11. Confidentiality: Provisions regarding the confidentiality of information shared under the agreement

12. General Provisions: Standard contractual provisions including notices, amendments, and assignment

Optional Sections

1. Cross-Border Provisions: Additional provisions dealing with international tax implications, required when multiple jurisdictions are involved

2. Group Company Provisions: Specific provisions for when either party is part of a larger corporate group

3. Tax Authority Cooperation: Procedures for dealing with tax authorities, including audit cooperation

4. Change in Law Provisions: Provisions dealing with changes in tax laws that might affect the protection mechanism

5. Step-In Rights: Rights of the protection provider to take control of tax disputes or proceedings

6. Insurance Provisions: Required when tax protection is backed by insurance

7. Third Party Rights: Provisions regarding the rights of third parties under the agreement, particularly relevant in group structures

Suggested Schedules

1. Covered Taxes Schedule: Detailed list of specific taxes and tax-related costs covered under the agreement

2. Calculation Methodology: Detailed methodology for calculating tax protection payments

3. Claims Procedure: Step-by-step procedure for making claims under the agreement

4. Required Documentation: List of documents required for making claims or maintaining protection

5. Contact Details: Contact information for key personnel and notices

6. Example Calculations: Examples illustrating how the tax protection calculations work in practice

7. Form of Claim Notice: Template for submitting claims under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Professional Services

Insurance

Banking

Private Equity

Manufacturing

Technology

Real Estate

Energy

Healthcare

Telecommunications

Transportation and Logistics

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Corporate Governance

Internal Audit

Relevant Roles

Tax Director

Chief Financial Officer

Corporate Lawyer

Tax Manager

Financial Controller

Legal Counsel

Risk Manager

Compliance Officer

Treasury Manager

M&A Director

Corporate Secretary

Finance Director

Tax Partner

General Counsel

Industries








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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