Intercompany Service Agreement Template for England and Wales

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Key Requirements PROMPT example:

Intercompany Service Agreement

"I need an Intercompany Service Agreement for our UK parent company to provide IT support services to our subsidiary in Wales, with an expected start date of March 1, 2025, and including specific provisions for data protection and cybersecurity standards."

Document background
The Intercompany Service Agreement is essential for formalizing service arrangements between affiliated companies. It is commonly used when one group company provides administrative, technical, or operational support to another entity within the corporate structure. Under English and Welsh law, this agreement helps ensure compliance with transfer pricing requirements, maintains clear service standards, and establishes proper governance frameworks. The document typically includes detailed service specifications, pricing mechanisms, performance metrics, and risk allocation provisions.
Suggested Sections

1. Parties: Identification of the service provider and recipient companies, including registered addresses and company numbers

2. Background/Recitals: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Service Levels: Performance standards and quality requirements

6. Charges and Payment: Fee structure, payment terms, and invoicing procedures

7. Term and Termination: Duration of agreement and termination provisions

8. Confidentiality: Protection of confidential information

9. Liability and Indemnification: Allocation of risks and responsibilities

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Data Protection: Required when services involve processing of personal data - covers GDPR compliance, data processing terms, and data security requirements

2. Intellectual Property Rights: Required when services involve creation or use of intellectual property - covers ownership, licensing and usage rights of IP

3. Staff and Resources: Required when services involve dedicated staff or resources - covers personnel provisions, resource allocation, and any TUPE implications

4. Force Majeure: Recommended for long-term or critical services - covers provisions for unforeseen circumstances and business continuity

5. Change Control: Required when services may need modification over time - covers process for implementing changes to services scope or terms

Suggested Schedules

1. Service Description Schedule: Detailed specification of services to be provided, including scope, deliverables, and exclusions

2. Service Levels Schedule: Detailed performance metrics, KPIs, and service level requirements

3. Charges Schedule: Detailed pricing structure, calculation methodology, and any additional costs or expenses

4. Data Processing Schedule: Details of data processing activities, compliance requirements, and security measures

5. Contact Details Schedule: Key personnel, escalation contacts, and communication protocols

6. Change Control Procedure: Detailed process for implementing changes to services, including request forms and approval procedures

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

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Core Contract Law: Fundamental principles including Common Law contract formation, Contracts (Rights of Third Parties) Act 1999, and Unfair Contract Terms Act 1977

Service-Related Legislation: Key legislation governing services including Supply of Goods and Services Act 1982 and Consumer Rights Act 2015

Employment Law: Employment-related regulations including TUPE 2006, Employment Rights Act 1996, and Agency Workers Regulations 2010, particularly relevant for staff transfers or secondments

Data Protection and Privacy: Privacy and data protection frameworks including UK GDPR, Data Protection Act 2018, and Privacy and Electronic Communications Regulations 2003

Financial and Tax Considerations: Tax and financial regulations including Value Added Tax Act 1994, Corporation Tax Act 2009, Transfer Pricing regulations, and Companies Act 2006

Intellectual Property: IP protection frameworks including Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994

Competition Law: Competition regulations including Competition Act 1998 and Enterprise Act 2002 to ensure compliance with anti-competitive practices

Industry-Specific Regulations: Sector-specific legislation such as Financial Services and Markets Act 2000 and other relevant industry regulations depending on service nature

International Considerations: Cross-border elements including International Private Law principles, EU retained law, and cross-border service provisions

Corporate Governance: Corporate governance requirements under Companies Act 2006, particularly regarding related party transactions and governance codes

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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