Intercompany Services Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Intercompany Services Agreement is essential for corporate groups operating in Germany who need to formalize and regulate the provision of services between affiliated entities. This document is particularly crucial when establishing shared service arrangements, implementing group-wide support functions, or centralizing specific operations within a corporate structure. It ensures compliance with German corporate law, tax regulations (particularly transfer pricing requirements), and data protection laws while providing a clear framework for service delivery and payment terms. The agreement typically covers various types of services including administrative, technical, management, or operational support, and is structured to meet both German regulatory requirements and internal group governance standards. This document type is fundamental for maintaining transparent and compliant intercompany relationships within German jurisdiction.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Manufacturing

Technology

Healthcare

Automotive

Professional Services

Energy

Retail

Telecommunications

Pharmaceuticals

Logistics

Consumer Goods

Industrial

Chemical

Relevant Teams

Legal

Finance

Tax

Compliance

Operations

Commercial

Risk Management

Procurement

Shared Services

Corporate Governance

Internal Audit

Treasury

Accounting

Business Development

Relevant Roles

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

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Fundamental law governing contracts, legal transactions, and obligations between parties. Particularly relevant sections include §§ 241-853 on contractual obligations and general terms of business.
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial transactions and business relationships, including specific provisions for commercial contracts and accounting requirements for intercompany transactions.
German Corporate Income Tax Act (Körperschaftsteuergesetz - KStG): Contains provisions relevant for taxation of intercompany transactions and transfer pricing requirements between related entities.
German Stock Corporation Act (Aktiengesetz - AktG): Relevant for corporate group regulations, particularly §§ 291-307 regarding intercompany agreements and group structures, if applicable to the companies involved.
General Data Protection Regulation (GDPR/DSGVO): Essential for provisions regarding data processing and transfer between group companies, especially if personal data is involved in the services.
Foreign Trade and Payments Act (Außenwirtschaftsgesetz - AWG): Relevant if the intercompany services involve cross-border transactions or international group companies.
German Value Added Tax Act (Umsatzsteuergesetz - UStG): Governs VAT treatment of intercompany services and documentation requirements for service charges.
German Administrative Principles for Transfer Pricing: Guidelines for ensuring arm's length pricing in intercompany transactions and necessary documentation requirements.
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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