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Intercompany Services Agreement
"I need an Intercompany Services Agreement under German law for IT support services between our Munich-based parent company and its subsidiary in Berlin, with specific provisions for data protection and cybersecurity requirements, to be effective from March 1, 2025."
1. Parties: Identification of the service provider and recipient entities, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between the parties, and purpose of the service arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Services: Detailed description of services to be provided, including service levels and performance standards
5. Service Provider's Obligations: Specific responsibilities and commitments of the service provider
6. Service Recipient's Obligations: Responsibilities and commitments of the service recipient, including cooperation requirements
7. Fees and Payment Terms: Service fees, calculation methodology, payment terms, and invoicing procedures, ensuring compliance with transfer pricing requirements
8. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
9. Intellectual Property Rights: Ownership and usage rights of IP created or used in providing the services
10. Confidentiality: Protection of confidential information exchanged during service provision
11. Data Protection: GDPR compliance measures and data processing obligations
12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification provisions
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
15. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Service Level Agreement: Detailed performance metrics and standards, recommended when specific service levels need to be measured and monitored
2. Audit Rights: Rights to audit service provision and documentation, particularly important for regulated industries or when required by group policies
3. Personnel: Provisions regarding key personnel, qualifications, and replacement procedures, relevant when specific staff are crucial to service delivery
4. Insurance: Insurance requirements and coverage specifications, important for high-risk services
5. Business Continuity: Business continuity and disaster recovery provisions, crucial for critical services
6. Compliance with Group Policies: Reference to and incorporation of relevant group policies, important for maintaining group-wide standards
7. Step-In Rights: Rights to take over service provision in specific circumstances, relevant for critical services
8. Migration Assistance: Provisions for transition of services to another provider, important for complex or critical services
1. Schedule 1 - Service Description: Detailed description of each service, including scope, deliverables, and technical specifications
2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Fees and Calculation Methodology: Detailed fee structure, including calculation methods and transfer pricing documentation
4. Schedule 4 - Key Personnel: List of key personnel involved in service delivery and their roles
5. Schedule 5 - Data Processing Agreement: Detailed GDPR-compliant data processing terms if personal data is processed
6. Schedule 6 - Contact Details and Escalation Procedure: Contact information for key personnel and escalation procedures for issues
7. Appendix A - Service Request Form: Template for requesting additional or modified services
8. Appendix B - Report Templates: Standard templates for service performance reporting
Authors
Agreement
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Control
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Group Company
Initial Term
Intellectual Property Rights
Key Performance Indicators
Material Breach
Parent Company
Personal Data
Service Credits
Service Level Agreement
Service Levels
Service Provider
Service Recipient
Services
Specifications
Staff
Term
Territory
Third Party
Working Hours
Change Control Procedure
Transfer Pricing Rules
VAT
Service Request
Quality Standards
Response Time
Resolution Time
Business Hours
Emergency
Governmental Authority
Regulatory Requirements
Steering Committee
Recitals
Definitions
Service Scope
Service Standards
Service Provider Obligations
Service Recipient Obligations
Fees and Payments
Transfer Pricing
Performance Monitoring
Quality Assurance
Term and Duration
Termination
Change Control
Intellectual Property
Confidentiality
Data Protection
GDPR Compliance
Staff and Personnel
Subcontracting
Liability
Indemnification
Insurance
Force Majeure
Dispute Resolution
Assignment
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Anti-Corruption
Compliance with Laws
Record Keeping
Audit Rights
Business Continuity
Governing Law
Jurisdiction
Financial Services
Manufacturing
Technology
Healthcare
Automotive
Professional Services
Energy
Retail
Telecommunications
Pharmaceuticals
Logistics
Consumer Goods
Industrial
Chemical
Legal
Finance
Tax
Compliance
Operations
Commercial
Risk Management
Procurement
Shared Services
Corporate Governance
Internal Audit
Treasury
Accounting
Business Development
Legal Counsel
Corporate Lawyer
Chief Legal Officer
Head of Legal
Tax Director
Chief Financial Officer
Financial Controller
Head of Compliance
Operations Director
Service Delivery Manager
Commercial Director
Group Financial Controller
Transfer Pricing Manager
Corporate Secretary
Business Unit Director
Head of Shared Services
Risk Manager
Procurement Manager
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