Master Intercompany Agreement Template for United States

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Key Requirements PROMPT example:

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."

Document background
The Master Intercompany Agreement is essential for corporate groups operating multiple entities in the United States. This document becomes necessary when organizations need to formalize their internal relationships, establish clear transfer pricing mechanisms, and ensure regulatory compliance. It covers various aspects including service provision, cost allocation, intellectual property rights, and tax considerations. The agreement helps organizations maintain proper documentation for tax authorities and regulatory bodies while providing a clear framework for intercompany operations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Industries

Internal Revenue Code Section 482: Federal legislation governing transfer pricing between related entities to ensure arm's length transactions and prevent tax avoidance

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and requiring specific disclosures for publicly traded companies

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Foreign Corrupt Practices Act: Federal law prohibiting bribery of foreign officials and requiring proper accounting practices in international business

Sherman Antitrust Act and Clayton Act: Federal antitrust laws preventing monopolistic practices and protecting market competition

Federal Tax Consolidation Rules: Regulations governing how affiliated companies can file consolidated tax returns and manage intercompany transactions

State Corporate Laws: State-specific regulations governing corporate formation, operation, and governance within each jurisdiction

State Tax Regulations: State-specific tax rules affecting intercompany transactions and corporate tax obligations

State Licensing Requirements: State-specific permits and licenses needed for conducting business operations

State Securities Laws: State-level regulations (Blue Sky Laws) governing securities transactions and corporate finance

SEC Regulations: Federal securities regulations governing corporate disclosures, reporting, and compliance requirements

FASB Requirements: Financial Accounting Standards Board guidelines for accounting practices and financial reporting

OECD Guidelines: International standards for multinational enterprises regarding transfer pricing and cross-border transactions

BEPS Rules: Base Erosion and Profit Shifting framework preventing tax avoidance through international tax planning

Foreign Tax Treaties: Bilateral agreements between countries governing taxation of cross-border transactions and preventing double taxation

International Accounting Standards: Global accounting principles and standards affecting international business operations and reporting

Industry-Specific Regulations: Sector-specific rules and compliance requirements applicable to particular business industries

Corporate Governance Requirements: Internal corporate rules, bylaws, and approval processes governing intercompany relationships and transactions

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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