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Master Intercompany Services Agreement
"I need a Master Intercompany Services Agreement for a mining group in Australia to establish a shared services arrangement where our Perth headquarters will provide IT, HR, and accounting services to five operating subsidiaries, with transfer pricing compliance being a key concern."
1. Parties: Identification of the related entities entering into the agreement
2. Background: Context of the agreement, relationship between parties, and purpose of the arrangement
3. Definitions and Interpretation: Key terms, interpretation rules, and hierarchy of documents
4. Structure and Scope: Framework for service arrangements, including process for adding new services
5. Service Provisions: General terms governing all services, including service standards and KPIs
6. Charges and Payment: Pricing principles, payment terms, and transfer pricing compliance
7. Governance: Management structure, reporting requirements, and decision-making processes
8. Intellectual Property: Ownership and licensing of IP between related entities
9. Confidentiality and Privacy: Protection of group information and compliance with privacy laws
10. Liability and Indemnities: Risk allocation between group entities
11. Term and Termination: Duration, renewal, and termination provisions
12. General Provisions: Standard boilerplate clauses adapted for intercompany context
1. Personnel and Resources: Specific provisions for shared staff or resources - include when services involve personnel transfers or sharing
2. Tax Matters: Detailed tax provisions - include for cross-border arrangements or complex tax structures
3. Regulatory Compliance: Industry-specific compliance obligations - include when services are in regulated industries
4. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
5. Data Protection: Enhanced data protection provisions - include when services involve significant data processing
6. Change Control: Formal change management procedures - include for complex or technical services
7. Audit Rights: Enhanced audit provisions - include when required by regulatory requirements or group policy
1. Schedule 1 - Service Descriptions: Template and initial list of services covered by the agreement
2. Schedule 2 - Charges and Pricing Methodology: Detailed pricing structure and transfer pricing compliance methodology
3. Schedule 3 - Service Levels: Detailed service standards, KPIs, and measurement criteria
4. Schedule 4 - Governance Procedures: Detailed procedures for contract management and oversight
5. Schedule 5 - Form of Service Order: Template for adding new services under the agreement
6. Schedule 6 - Contact Details and Representatives: Key personnel and communication protocols
7. Appendix A - Group Companies: List of eligible group entities that may participate in service arrangements
8. Appendix B - Compliance Requirements: Regulatory and group policy compliance requirements
Authors
Agreement
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Control
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Group
Group Company
GST
Intellectual Property Rights
Key Performance Indicators
Material Breach
Parent Company
Personal Information
Personnel
Related Body Corporate
Representative
Service Level Agreement
Service Order
Services
Service Provider
Service Recipient
Shared Services
Subsidiary
Term
Territory
Third Party Provider
Transfer Pricing Requirements
Working Hours
Change Control Process
Governance Committee
Performance Standards
Quality Standards
Service Credits
Service Fees
Service Levels
Statement of Work
Support Services
Tax
Term Extension
Termination Date
Transition Period
Transition Services
Service Provision
Service Standards
Performance Monitoring
Charges
Transfer Pricing
Payment Terms
GST
Governance
Compliance
Personnel
Intellectual Property
Data Protection
Privacy
Confidentiality
Audit Rights
Record Keeping
Service Levels
Change Control
Force Majeure
Liability
Indemnity
Insurance
Term
Termination
Dispute Resolution
Assignment
Subcontracting
Notices
Variations
Entire Agreement
Severability
Waiver
Governing Law
Competition Law
Tax Compliance
Business Continuity
Resource Management
Quality Assurance
Reporting
Security
Risk Management
Group Policy Compliance
Related Party Transactions
Service Orders
Transition Services
Financial Services
Manufacturing
Technology
Professional Services
Healthcare
Retail
Energy
Mining
Telecommunications
Real Estate
Construction
Transportation and Logistics
Legal
Finance
Tax
Compliance
Corporate Services
Operations
Procurement
Company Secretariat
Risk Management
Internal Audit
Treasury
Shared Services
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Legal
Commercial Director
Group Finance Director
Tax Director
Head of Compliance
Chief Operating Officer
Shared Services Director
Corporate Services Manager
Group Company Secretary
Head of Procurement
Finance Manager
Legal Counsel
Contract Manager
Group Operations Manager
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