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Intercompany Contract
"I need an Intercompany Contract governed by Swiss law between our Zurich-based holding company and its German manufacturing subsidiary for the provision of management services, including strategic planning and financial oversight, starting from March 1, 2025."
1. Parties: Identification of the group companies entering into the agreement, including registration details and addresses
2. Background: Context of the agreement, relationship between the parties, and group structure relevance
3. Definitions: Key terms used throughout the agreement, including group-specific terminology
4. Scope of Agreement: Detailed description of the subject matter and purpose of the intercompany arrangement
5. Rights and Obligations: Core responsibilities and rights of each party under the agreement
6. Financial Terms: Pricing structure, payment terms, and transfer pricing methodology
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Confidentiality: Protection of group information and trade secrets
9. Compliance: Obligations regarding laws, regulations, and group policies
10. Governing Law and Jurisdiction: Swiss law application and dispute resolution mechanisms
1. Intellectual Property Rights: Required when the agreement involves IP licensing or transfer between group companies
2. Data Protection: Necessary when personal data is processed or transferred between entities
3. Personnel: Include when staff are being shared or seconded between group companies
4. Quality Standards: Required for agreements involving manufacture or supply of goods
5. Group Policies: Reference to specific group policies when they form material obligations
6. Tax Provisions: Detailed tax clauses when specific tax treatments or obligations need to be addressed
7. Force Majeure: Optional for longer-term arrangements where risk allocation is important
8. Step-In Rights: Needed when parent company requires right to take over services/obligations
1. Service Specifications: Detailed description of services or goods being provided
2. Pricing Schedule: Detailed pricing methodology, calculations, and transfer pricing documentation
3. Service Levels: Performance metrics and quality standards if applicable
4. Affiliated Companies: List of group companies that may participate in or benefit from the agreement
5. Transfer Pricing Study: Documentation supporting the arm's length nature of the arrangements
6. Compliance Procedures: Detailed procedures for ensuring regulatory compliance
7. Group Insurance Policies: Details of relevant group insurance coverage
8. Contact Details: Key contact persons and escalation matrix for both parties
Authors
Agreement
Applicable Law
Arm's Length Principle
Business Day
Confidential Information
Control
Effective Date
Force Majeure Event
Group
Group Company
Initial Term
Intellectual Property Rights
Parent Company
Services
Service Levels
Subsidiary
Swiss GAAP
Term
Territory
Transfer Pricing Documentation
Transfer Pricing Policy
Ultimate Parent Company
Working Hours
Change of Control
Compliance Requirements
Data Protection Laws
Deliverables
Financial Year
Good Industry Practice
Governing Law
Group Policies
Insolvency Event
Material Breach
Performance Standards
Quality Requirements
Related Party
Service Provider
Service Recipient
Specifications
Tax Authority
Transfer Pricing Guidelines
VAT
Definitions
Interpretation
Term and Duration
Services Scope
Service Levels
Pricing and Payment
Transfer Pricing
Invoicing
Tax Compliance
Group Policy Compliance
Regulatory Compliance
Confidentiality
Data Protection
Intellectual Property
Personnel
Performance Standards
Quality Requirements
Audit Rights
Record Keeping
Warranties
Indemnification
Limitation of Liability
Force Majeure
Change Control
Termination
Step-In Rights
Assignment and Subcontracting
Notices
Entire Agreement
Severability
Amendments
Governing Law
Dispute Resolution
Language
Counterparts
Manufacturing
Financial Services
Technology
Pharmaceuticals
Consumer Goods
Professional Services
Energy
Telecommunications
Healthcare
Industrial Products
Automotive
Chemical
Retail
Media and Entertainment
Legal
Finance
Tax
Compliance
Treasury
Corporate Governance
Risk Management
Commercial Operations
Accounting
Internal Audit
Corporate Development
Business Development
Chief Financial Officer
General Counsel
Head of Tax
Legal Director
Corporate Controller
Transfer Pricing Manager
Group Financial Controller
Compliance Officer
Commercial Director
Chief Operating Officer
Head of Legal
Treasury Manager
Group Accountant
Corporate Secretary
Risk Manager
Business Unit Director
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