Intercompany Shared Services Agreement Template for Germany

The Intercompany Shared Services Agreement is essential for corporate groups operating in Germany who wish to centralize and streamline their internal support functions. This document is typically used when one group entity provides administrative, technical, or operational services to other group companies, requiring careful consideration of German corporate law, transfer pricing regulations, and data protection requirements. The agreement structure ensures compliance with local regulatory requirements while facilitating efficient service delivery and cost allocation within the group. It addresses key aspects such as service levels, governance, pricing mechanisms, and risk allocation, with specific attention to German legal requirements for intercompany transactions and documentation.

1. Parties: Identification of the service provider and service recipient entities, including registration details as required under German law

2. Background: Context of the agreement, relationship between the parties as group companies, and purpose of the service arrangement

3. Definitions: Defined terms including Services, Service Levels, Charges, Group Company, and other key terms used throughout the agreement

4. Services: Description of services to be provided, service standards, and delivery requirements

5. Service Provider Obligations: Key obligations of the service provider, including compliance with laws, maintaining necessary resources and expertise

6. Service Recipient Obligations: Obligations of the service recipient, including cooperation, access provision, and information sharing

7. Charges and Payment: Service fees, payment terms, and transfer pricing compliance requirements

8. Intellectual Property: Ownership and licensing of IP used in or created through the services

9. Confidentiality: Protection of confidential information exchanged between the parties

10. Data Protection: GDPR compliance and data processing requirements

11. Liability and Indemnification: Allocation of risks and liabilities between group companies

12. Term and Termination: Duration of the agreement, termination rights, and consequences of termination

13. Force Majeure: Handling of events outside parties' reasonable control

14. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes

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