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Master Intercompany Services Agreement
"I need a Master Intercompany Services Agreement for our UAE technology group, where our ADGM-registered parent company will provide IT support, shared services, and management services to five operating subsidiaries across mainland UAE and Dubai free zones, to be implemented by March 2025."
1. Parties: Identification of the service provider and service recipient entities, including registration details and addresses
2. Background: Context of the agreement, relationship between the parties, and general purpose of the arrangement
3. Definitions and Interpretation: Defined terms, rules of interpretation, and hierarchy of documents
4. Scope of Services: General framework for services to be provided under the agreement
5. Service Requests and Delivery: Process for requesting services and requirements for delivery
6. Service Levels: Standards of service performance and quality requirements
7. Charges and Payment: Pricing principles, payment terms, invoicing requirements, and VAT treatment
8. Governance and Management: Overview of management structure, reporting requirements, and performance reviews
9. Personnel: Requirements for personnel delivering services, including qualifications and compliance
10. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with UAE data protection requirements and data handling procedures
13. Liability and Indemnities: Allocation of risks and responsibilities between parties
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Term and Termination: Duration of agreement and circumstances for termination
16. Consequences of Termination: Actions and obligations following agreement termination
17. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Compliance with Laws: Specific section on regulatory compliance - needed for regulated industries or when specific compliance requirements exist
2. Anti-Bribery and Corruption: Detailed provisions for anti-corruption compliance - recommended for international groups or when dealing with public entities
3. Insurance: Insurance requirements - needed when services involve significant risks or physical activities
4. Business Continuity: Business continuity and disaster recovery provisions - important for critical services
5. Audit Rights: Detailed audit provisions - necessary for regulated industries or when significant compliance requirements exist
6. Transfer Pricing: Specific transfer pricing provisions - needed when parties are in different jurisdictions or subject to transfer pricing regulations
7. Local Content Requirements: Provisions addressing UAE local content requirements - necessary when applicable to the industry
8. Environmental Compliance: Environmental standards and compliance - needed for services with environmental impact
1. Schedule 1 - Services Description: Detailed description of each service category to be provided
2. Schedule 2 - Service Levels: Detailed service levels, KPIs, and measurement criteria
3. Schedule 3 - Charges: Detailed pricing structure, rates, and calculation methodologies
4. Schedule 4 - Governance Procedures: Detailed procedures for contract governance and management
5. Schedule 5 - Form of Service Request: Template for requesting specific services under the agreement
6. Schedule 6 - Key Personnel: List of key personnel and their roles
7. Schedule 7 - Technical Requirements: Technical specifications and requirements for service delivery
8. Schedule 8 - Authorized Affiliates: List of group companies authorized to receive or provide services
9. Appendix A - Contact Details: Contact information for key representatives and notices
10. Appendix B - Required Insurance: Details of required insurance coverage and limits
Authors
Agreement
Applicable Law
Business Day
Charges
Confidential Information
Contract Year
Control
Data Protection Laws
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Governing Law
Group
Intellectual Property Rights
Key Personnel
Material Breach
Parent Company
Performance Standards
Personnel
Purchase Order
Quality Standards
Records
Related Party
Review Meeting
Service Credits
Service Level Agreement
Service Provider
Service Recipient
Services
Service Request
Subsidiary
Term
Territory
UAE
UAE Dirham
VAT
Working Hours
Service Levels
Charges
Payment Terms
VAT
Performance Standards
Quality Control
Personnel
Subcontracting
Intellectual Property
Confidentiality
Data Protection
Compliance
Anti-Corruption
Record Keeping
Audit Rights
Governance
Reporting
Insurance
Liability
Indemnification
Force Majeure
Term
Termination
Exit Management
Assignment
Change Control
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Language
Counterparts
Financial Services
Oil & Gas
Technology
Manufacturing
Healthcare
Real Estate & Construction
Retail & Consumer
Professional Services
Logistics & Transportation
Telecommunications
Hospitality & Tourism
Energy & Utilities
Legal
Finance
Tax
Compliance
Operations
Treasury
Risk Management
Internal Audit
Procurement
Company Secretarial
Commercial
Business Development
General Counsel
Legal Director
Chief Financial Officer
Head of Tax
Commercial Director
Operations Director
Compliance Officer
Corporate Secretary
Finance Manager
Legal Manager
Group Financial Controller
Head of Internal Audit
Risk Manager
Treasury Manager
Head of Procurement
Business Development Director
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