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Master Intercompany Services Agreement
"Need a Master Intercompany Services Agreement under Dutch law for our global technology group to establish a new shared services center in Amsterdam, which will provide IT, HR, and financial services to our European subsidiaries starting March 2025."
1. Parties: Identification of the group companies entering into the agreement - service provider entity and service recipient entity
2. Background: Context of the agreement, relationship between the parties, and purpose of the framework
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and hierarchy of documents
4. Structure and Scope: Framework structure, process for adding services, relationship with local service agreements
5. Service Provisions: General terms for service delivery, service levels, quality standards, and performance monitoring
6. Ordering Process: Procedure for requesting and confirming specific services under the framework
7. Charges and Payment: Pricing principles, payment terms, invoicing procedures, and transfer pricing compliance
8. Tax and VAT: Tax treatment of services, VAT obligations, and compliance with local tax regulations
9. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
10. Confidentiality: Protection of confidential information and group know-how
11. Data Protection: GDPR compliance and data processing between group companies
12. Liability and Indemnities: Allocation of risks and responsibilities between group entities
13. Term and Termination: Duration, renewal, termination rights, and consequences of termination
14. Governing Law and Jurisdiction: Application of Dutch law and dispute resolution procedures
1. Personnel and Secondment: Include when services involve staff transfers or secondment between group companies
2. Regulatory Compliance: Include for regulated industries or when services are subject to specific regulatory requirements
3. Insurance: Include when specific insurance requirements apply to service delivery
4. Anti-Corruption and Sanctions: Include for international group arrangements or when dealing with high-risk jurisdictions
5. Force Majeure: Include when services are critical and force majeure allocation needs specific attention
6. Business Continuity: Include for critical services requiring disaster recovery and business continuity planning
7. Parent Company Guarantee: Include when financial backing from parent company is required
8. Competition Law Compliance: Include when services might raise competition law concerns
1. Service Descriptions: Detailed description of available services, service levels, and performance metrics
2. Charges and Pricing: Detailed pricing structure, cost allocation, and transfer pricing methodology
3. Governance Procedures: Service management, escalation procedures, and reporting requirements
4. Technical Requirements: Technical specifications, systems access, and security requirements
5. Form of Local Service Agreement: Template for specific service agreements under the framework
6. Key Personnel: List of key contacts and responsible personnel for service delivery
7. Data Processing Agreement: GDPR-compliant data processing terms and security measures
8. Service Level Agreement: Detailed service levels, KPIs, and performance measurement criteria
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
Intellectual Property Rights
Key Personnel
Local Service Agreement
Parent Company
Performance Standards
Personal Data
Service Credits
Service Level Agreement
Service Provider
Service Recipient
Services
Service Schedule
Shared Service Center
Specifications
Subsidiary
Term
Territory
Transfer Pricing Rules
VAT
Working Hours
Change Control Procedure
Governance Framework
Material Breach
Quality Standards
Related Party
Service Commencement Date
Service Fees
Service Levels
Statement of Work
Termination Date
Scope of Services
Service Standards
Service Level Agreements
Ordering Process
Performance Monitoring
Charges
Invoicing
Payment Terms
Tax Compliance
Transfer Pricing
VAT
Service Provider Obligations
Service Recipient Obligations
Change Control
Governance
Key Personnel
Intellectual Property
Data Protection
Confidentiality
Audit Rights
Compliance with Laws
Anti-Corruption
Competition Law
Force Majeure
Liability
Indemnification
Insurance
Term
Termination
Exit Management
Business Continuity
Staff Transfer
Subcontracting
Assignment
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Financial Services
Manufacturing
Technology
Professional Services
Healthcare
Energy
Retail
Telecommunications
Pharmaceuticals
Consumer Goods
Transportation and Logistics
Real Estate
Construction
Mining and Resources
Legal
Finance
Tax
Compliance
Treasury
Operations
Procurement
Risk Management
Corporate Secretariat
Shared Services
Internal Audit
Commercial
Business Development
General Counsel
Legal Director
Head of Legal
Corporate Lawyer
Tax Director
Chief Financial Officer
Financial Controller
Head of Shared Services
Commercial Director
Operations Director
Compliance Officer
Transfer Pricing Manager
Group Treasury Manager
Corporate Secretary
Risk Manager
Business Unit Director
Head of Procurement
Service Delivery Manager
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