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Master Intercompany Agreement

Master Intercompany Agreement Template for Switzerland

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Key Requirements PROMPT example:

Master Intercompany Agreement

I need a Master Intercompany Agreement under Swiss law for a pharmaceutical group with headquarters in Basel and subsidiaries across Europe, with particular emphasis on IP rights protection and R&D collaboration, to be implemented by March 2025.

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Document background
The Master Intercompany Agreement is essential for corporate groups operating under Swiss law, providing a comprehensive framework for managing relationships between affiliated companies. This document is typically implemented when a group needs to formalize its internal arrangements, establish clear governance structures, and ensure compliance with Swiss regulatory requirements. The agreement covers crucial aspects such as service provision, resource sharing, intellectual property rights, data protection, and financial arrangements. It is particularly valuable for multinational corporations with Swiss operations or headquarters, offering a structured approach to intercompany relationships while maintaining flexibility for specific business needs. The agreement incorporates key provisions from Swiss corporate law, including the Code of Obligations, and can be customized to address specific industry requirements and group structures.
Suggested Sections

1. Parties: Identification of the group companies entering into the agreement, including registration details and authorized signatories

2. Background: Context of the group structure and purpose of the agreement

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

4. Scope and Purpose: Overview of the services, relationships, and transactions covered by the agreement

5. General Principles of Cooperation: Framework principles governing the relationship between group companies

6. Service Provision Framework: General terms for how intercompany services will be provided and managed

7. Pricing and Payment Terms: General principles for determining prices and payment terms for intercompany transactions

8. Intellectual Property Rights: Management and protection of IP rights within the group

9. Confidentiality: Protection and handling of confidential information between group companies

10. Data Protection: Framework for handling personal data in compliance with Swiss data protection laws

11. Compliance and Regulatory Matters: General compliance obligations and regulatory requirements

12. Liability and Indemnification: Allocation of risks and responsibilities between group companies

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Tax Matters: Specific provisions for transfer pricing and tax compliance when significant intercompany transactions are involved

2. Employee Secondment: Framework for sharing employees between group companies when relevant

3. Shared Resources: Terms for sharing facilities, equipment, or other resources if applicable

4. Insurance: Specific insurance requirements and allocation of coverage when needed

5. Brand Usage: Terms for use of group brands and trademarks if relevant

6. Dispute Resolution: Alternative dispute resolution procedures if preferred over direct jurisdiction

7. Force Majeure: Specific force majeure provisions if needed for critical services

8. Competition Compliance: Specific competition law compliance provisions for groups with market significance

9. Parent Company Guarantees: Guarantee provisions when required for specific obligations

Suggested Schedules

1. Schedule 1 - Group Companies: List of all participating group companies and their details

2. Schedule 2 - Services Framework: Detailed description of types of services that may be provided between group companies

3. Schedule 3 - Pricing Principles: Detailed pricing methodology and principles for different types of transactions

4. Schedule 4 - Service Levels: Standard service levels and performance metrics for intercompany services

5. Schedule 5 - Governance Framework: Detailed governance structure and procedures for managing intercompany relationships

6. Schedule 6 - Technical Requirements: Technical specifications and requirements for service delivery

7. Schedule 7 - Contact Details: Key contacts and escalation procedures for each group company

8. Appendix A - Standard Forms: Template forms for service requests, change orders, and other routine documentation

9. Appendix B - Compliance Policies: Group-wide compliance policies and procedures

10. Appendix C - Data Processing Terms: Detailed data protection and processing requirements

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Business Day
Confidential Information
Control
Data Protection Laws
Effective Date
Force Majeure Event
Group
Group Company
Intellectual Property Rights
Intercompany Services
Material Breach
Parent Company
Personnel
Related Party
Service Level Requirements
Service Provider
Service Recipient
Subsidiary
Term
Territory
Third Party
Transfer Pricing
Working Hours
Change of Control
Compliance Requirements
Contract Year
Dispute
Good Industry Practice
Governing Law
Group Policies
Initial Term
Liability Cap
Notice
Payment Terms
Quality Standards
Regulatory Requirements
Service Charges
Service Schedule
Shared Resources
Standard of Care
Tax
Termination Date
VAT
Group Assets
Insolvency Event
Key Personnel
Material Change
Records
Representatives
Security Requirements
Specifications
Clauses
Parties and Scope
Definitions and Interpretation
Term and Duration
Service Provision
Payment Terms
Transfer Pricing
Performance Standards
Intellectual Property Rights
Confidentiality
Data Protection
Personnel
Governance
Compliance
Anti-Corruption
Competition Law
Tax Compliance
Audit Rights
Record Keeping
Liability
Indemnification
Insurance
Force Majeure
Change Control
Dispute Resolution
Termination
Exit Management
Assignment and Subcontracting
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Group Policy Compliance
Resource Sharing
Brand Usage
Information Security
Business Continuity
Regulatory Compliance
Parent Company Guarantees
Service Levels
Quality Standards
Environmental Compliance
Health and Safety
Relevant Industries

Financial Services

Manufacturing

Pharmaceutical

Technology

Consumer Goods

Professional Services

Energy

Transportation and Logistics

Chemical Industry

Healthcare

Telecommunications

Real Estate

Construction

Retail

Insurance

Relevant Teams

Legal

Finance

Tax

Treasury

Compliance

Risk Management

Corporate Development

Internal Audit

Company Secretariat

Operations

Human Resources

Information Technology

Procurement

Accounting

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Legal

Corporate Secretary

Chief Operating Officer

Head of Tax

Finance Director

Group Controller

Head of Compliance

Legal Counsel

Tax Manager

Treasury Manager

Head of Risk Management

Corporate Development Director

Head of Internal Audit

Group Accountant

Compliance Officer

Company Secretary

Industries
Swiss Code of Obligations (Obligationenrecht, OR): Primary source of Swiss contract law governing formation, performance, and termination of contracts, including specific provisions for commercial contracts and corporate relationships
Swiss Civil Code (Zivilgesetzbuch, ZGB): Provides fundamental principles of Swiss law, including good faith requirements and legal personality of corporations
Swiss Federal Act on Cartels and Other Restraints of Competition: Regulates competition aspects of intercompany agreements, particularly regarding market behavior and potential dominant positions
Swiss Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for structuring corporate relationships and potential reorganizations within group companies
Swiss Federal Act on Direct Federal Tax (DBG): Governs tax implications of intercompany transactions, transfer pricing, and group taxation aspects
Swiss Federal Data Protection Act (FADP/DSG): Regulates data protection requirements for sharing personal data between group companies
Swiss Federal Act on the Implementation of International Sanctions (Embargo Act): Important for compliance requirements in international group structures and cross-border transactions
Swiss Labor Law (Employment Act): Relevant for provisions regarding shared employees, secondments, and service arrangements between group companies
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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