Master Intercompany Services Agreement Generator for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Master Intercompany Services Agreement is essential for multinational and domestic corporate groups operating in the UAE who need to formalize and regulate the provision of services between group entities. This agreement type is particularly relevant given the UAE's complex business environment, which includes mainland jurisdictions, various free zones, and specific regulatory requirements. The document establishes a comprehensive framework for service delivery, covering aspects such as scope, pricing, governance, and compliance, while ensuring adherence to UAE laws and regulations. It's designed to support operational efficiency while maintaining proper corporate governance and regulatory compliance, particularly important in the UAE's sophisticated business landscape where intercompany arrangements face increasing scrutiny from tax and regulatory authorities.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Oil & Gas

Technology

Manufacturing

Healthcare

Real Estate & Construction

Retail & Consumer

Professional Services

Logistics & Transportation

Telecommunications

Hospitality & Tourism

Energy & Utilities

Relevant Teams

Legal

Finance

Tax

Compliance

Operations

Treasury

Risk Management

Internal Audit

Procurement

Company Secretarial

Commercial

Business Development

Relevant Roles

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

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Fundamental law governing contracts, obligations, and commercial relationships in the UAE. Establishes basic principles of contract formation, validity, and enforcement.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and business relationships between companies, including provisions on commercial obligations and contracts.
UAE Companies Law (Federal Law No. 2 of 2015): Governs corporate entities and their relationships, including provisions relevant to intercompany arrangements and corporate governance.
UAE VAT Law (Federal Decree-Law No. 8 of 2017): Regulates VAT applications on transactions, including intercompany services and the required documentation for tax compliance.
UAE Labor Law (Federal Law No. 8 of 1980): Relevant for service agreements involving personnel secondment or employment-related provisions.
UAE Cybercrime Law (Federal Law No. 5 of 2012): Important for provisions relating to data protection and confidentiality in service agreements involving digital services or data transfer.
DIFC Data Protection Law (DIFC Law No. 5 of 2020): Applicable if any parties are in DIFC, governing data protection and transfer requirements.
Economic Substance Regulations (Cabinet Resolution No. 31 of 2019): Relevant for intercompany arrangements to ensure compliance with economic substance requirements.
UAE Competition Law (Federal Law No. 4 of 2012): Ensures that intercompany arrangements do not violate competition regulations.
UAE Bankruptcy Law (Federal Law No. 9 of 2016): Important for including provisions related to insolvency and contract termination scenarios.
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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