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Intercompany Shared Services Agreement
"I need an Intercompany Shared Services Agreement for my US-based technology parent company to provide IT infrastructure and cybersecurity services to its three domestic subsidiaries, with specific emphasis on data protection and SOX compliance requirements, to be implemented by March 2025."
1. Parties: Identification of the service provider and recipient entities, including registration details and addresses
2. Background: Context of the agreement, relationship between the parties, and purpose of the shared services arrangement
3. Definitions: Key terms used throughout the agreement, including specific service definitions, affiliate definitions, and technical terms
4. Services: Overview of services to be provided, with reference to detailed service descriptions in schedules
5. Service Levels: Quality standards, performance metrics, and measurement methodology
6. Charges and Payment: Pricing methodology, payment terms, invoicing procedures, and transfer pricing compliance
7. Governance: Management structure, reporting requirements, and decision-making processes
8. Personnel: Staff obligations, qualifications, and management of shared resources
9. Intellectual Property: Ownership and usage rights of IP created or used in service delivery
10. Confidentiality: Protection of confidential information between affiliated entities
11. Term and Termination: Duration, renewal terms, and termination rights
12. Liability and Indemnification: Risk allocation between affiliated entities
13. General Provisions: Standard contractual terms including notices, amendments, and governing law
1. Data Protection: Required if services involve processing of personal or sensitive data
2. Regulatory Compliance: Necessary for regulated industries or when services involve regulatory obligations
3. Business Continuity: Important for critical services or when required by group policy
4. Audit Rights: May be needed for regulated entities or public companies
5. Force Majeure: Optional but recommended for long-term or critical services
6. Insurance: May be required by corporate policy or for specific high-risk services
7. Migration Services: Needed if there's potential for service transition to different providers
8. Tax Matters: Detailed tax provisions if complex cross-border services are involved
1. Schedule 1 - Service Descriptions: Detailed descriptions of each service, including scope, deliverables, and exclusions
2. Schedule 2 - Service Levels: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Charges: Detailed pricing methodology, cost allocation, and transfer pricing documentation
4. Schedule 4 - Governance Procedures: Detailed procedures for service management, escalation, and reporting
5. Schedule 5 - Key Personnel: List of key personnel and their roles in service delivery
6. Appendix A - Service Request Form: Template for requesting additional or modified services
7. Appendix B - Report Templates: Standard templates for service level and performance reporting
8. Appendix C - Rate Card: Standard rates for additional services or out-of-scope work
Authors
Financial Services
Technology
Manufacturing
Healthcare
Professional Services
Retail
Energy
Telecommunications
Pharmaceuticals
Consumer Goods
Insurance
Real Estate
Transportation
Media and Entertainment
Legal
Finance
Tax
Compliance
Operations
Shared Services
Treasury
Risk Management
Internal Audit
Corporate Governance
Procurement
Information Technology
Human Resources
Accounting
General Counsel
Chief Financial Officer
Head of Shared Services
Corporate Controller
Tax Director
Head of Legal
Compliance Officer
Operations Director
Service Delivery Manager
Corporate Secretary
Finance Director
Group Treasury Manager
Risk Manager
Internal Audit Director
Procurement Manager
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