Intercompany Cost Sharing Agreement Template for United States

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Key Requirements PROMPT example:

Intercompany Cost Sharing Agreement

"I need an Intercompany Cost Sharing Agreement between our US parent company and three European subsidiaries to share IT infrastructure costs, with specific provisions for quarterly true-ups and transfer pricing documentation, to be implemented by March 2025."

Document background
Intercompany Cost Sharing Agreements are essential tools for multinational and multi-entity organizations operating in the United States. These agreements are particularly crucial when related companies share development costs, services, or resources, requiring clear documentation for tax and regulatory compliance. The agreement structure follows US Treasury Regulations and IRS guidelines, specifically addressing transfer pricing concerns. Companies typically implement these agreements when engaging in joint development projects, sharing administrative services, or pooling resources across entities.
Suggested Sections

1. Parties: Identification of participating companies and their legal status

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

3. Definitions: Key terms used throughout the agreement

4. Scope of Cost Sharing: Details of costs to be shared and allocation methodology

5. Cost Pool Determination: Definition of includable costs and calculation methods

6. Allocation Keys: Specific formulas and methods for cost distribution

7. Payment Terms: Timing and method of payments between parties

8. Term and Termination: Duration and termination provisions

9. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Buy-in Payments: Required when pre-existing intangibles are involved - use when parties bring existing IP or assets to the arrangement

2. Tax Provisions: Specific tax handling agreements - use when cross-border transactions are involved

3. Audit Rights: Rights to audit cost calculations and allocations - use when significant amounts are involved or required by regulation

4. Force Majeure: Provisions for extraordinary events - use when long-term arrangements are contemplated

Suggested Schedules

1. Schedule A - Cost Pool Components: Detailed list of includable and excludable costs

2. Schedule B - Allocation Methodology: Detailed calculations and examples of cost allocation

3. Schedule C - Participating Entities: List of all participating entities and their roles

4. Schedule D - Transfer Pricing Documentation: Required documentation for tax compliance

5. Schedule E - Service Level Agreements: Specific service levels and performance metrics

6. Appendix 1 - Financial Reporting Templates: Standard templates for cost reporting

7. Appendix 2 - Dispute Resolution Procedures: Detailed procedures for handling disputes

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

Industries

IRC Section 482: Transfer Pricing regulations that govern how related companies price transactions between themselves, including cost sharing arrangements

Treasury Regulations ��1.482-7: Specific regulations addressing cost sharing arrangements between controlled entities, including methods for valuing intangible property

IRS Cost Sharing Regulations 2011: Final regulations providing detailed guidance on cost sharing arrangements, including platform contribution transactions and periodic adjustments

OECD Transfer Pricing Guidelines: International guidelines for transfer pricing that influence US practice, particularly for multinational cost sharing arrangements

State Corporate Laws: Laws governing corporate operations in specific states, including requirements for intercompany agreements

Delaware General Corporation Law: Specific corporate law framework if entities are Delaware corporations, affecting corporate governance aspects of cost sharing

Securities Exchange Act 1934: Federal law governing securities trading and public company obligations, relevant for public companies entering cost sharing agreements

Sarbanes-Oxley Act: Corporate governance and financial disclosure requirements affecting how public companies report and manage intercompany arrangements

Patent Act: Federal law governing patents, crucial for cost sharing agreements involving development of patentable technology

Copyright Act: Federal law protecting original works, relevant for cost sharing agreements involving copyrightable materials

Trade Secrets Act: Law protecting confidential business information, important for protecting shared intellectual property in cost sharing arrangements

GAAP Standards: Generally Accepted Accounting Principles governing how cost sharing arrangements should be recorded and reported

ASC 730: Accounting Standards Codification guidance specific to Research and Development Costs in cost sharing arrangements

Foreign Corrupt Practices Act: Anti-bribery law affecting international business transactions and record-keeping requirements

BEPS Guidelines: Base Erosion and Profit Shifting guidelines affecting how multinational enterprises structure their cost sharing arrangements

Sherman Act: Antitrust law preventing anticompetitive practices, relevant when cost sharing affects market competition

Clayton Act: Antitrust law supplementing the Sherman Act, particularly regarding mergers and interlocking directorates

Federal Trade Commission Act: Law prohibiting unfair methods of competition and deceptive practices, relevant for cost sharing impact on market competition

State Contract Laws: State-specific requirements for contract formation and enforcement, including Statute of Frauds provisions

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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