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Master Intercompany Agreement
"I need a Master Intercompany Agreement for a US-based technology company with five subsidiaries, focusing on software licensing and shared services arrangements between entities, with specific emphasis on IP protection and transfer pricing compliance."
1. Parties: Identification of all intercompany entities involved in the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement including relevant regulatory and legal references
4. Scope of Services: Description of intercompany services, transactions, and obligations
5. Pricing and Payment Terms: Transfer pricing methodology and payment arrangements in compliance with IRC Section 482
6. Term and Termination: Duration of agreement and termination provisions
7. Confidentiality: Protection of proprietary information and trade secrets
8. Governing Law: Applicable jurisdiction and dispute resolution mechanisms
1. Intellectual Property Rights: IP ownership and licensing provisions between group entities
2. Data Protection: Data handling, privacy requirements, and cross-border data transfer provisions
3. Force Majeure: Provisions for unforeseeable circumstances affecting intercompany obligations
4. Tax Matters: Specific tax treatment, obligations, and compliance with federal and state tax regulations
1. Schedule A - Services Description: Detailed listing of all services provided between entities
2. Schedule B - Transfer Pricing Methodology: Detailed pricing calculations, benchmarks, and compliance with IRC 482
3. Schedule C - Service Level Agreements: Performance metrics and service standards for intercompany services
4. Schedule D - Compliance Requirements: Regulatory and reporting obligations including SOX compliance if applicable
5. Schedule E - Cost Allocation Methods: Methodology for sharing costs between entities
6. Schedule F - Authorized Representatives: List of authorized signatories and contact persons for each entity
Authors
Agreement
Applicable Law
Business Day
Confidential Information
Control
Effective Date
Force Majeure Event
Group
Intellectual Property Rights
Intercompany Services
Material Adverse Effect
Parent Company
Party/Parties
Personnel
Related Party
Service Level Requirements
Service Provider
Service Recipient
Services
Subsidiary
Tax
Term
Territory
Transfer Pricing
Transfer Pricing Documentation
Working Capital
Change of Control
Governing Law
Insolvency Event
Pricing and Payment
Term and Termination
Performance Standards
Regulatory Compliance
Transfer Pricing
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Liability and Indemnification
Dispute Resolution
Tax Compliance
Record Keeping
Audit Rights
Assignment
Change of Control
Governing Law
Notices
Amendments
Severability
Entire Agreement
Cost Allocation
Resource Sharing
Personnel
Insurance
Business Continuity
Anti-corruption
Reporting Requirements
Service Level Agreements
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