Intercompany Service Agreement for Nigeria

Intercompany Service Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes and regulates the provision of services between related companies within the same corporate group. The document outlines service scope, delivery standards, pricing mechanisms compliant with Nigerian transfer pricing regulations, and payment terms in accordance with local foreign exchange requirements. It includes provisions for regulatory compliance, risk allocation, and dispute resolution while considering Nigerian corporate law requirements and tax implications.

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What is a Intercompany Service Agreement?

The Intercompany Service Agreement serves as a fundamental document for formalizing service arrangements between related entities operating in Nigeria. It is essential when one company within a corporate group provides services to another group company, requiring compliance with Nigerian corporate law, tax regulations (particularly transfer pricing rules), and foreign exchange requirements. The document becomes necessary when establishing shared services arrangements, technical support services, management services, or any other intra-group service provision. It should detail the nature and scope of services, pricing methodology that meets arm's length principles, service levels, and compliance with local regulations. This agreement is crucial for demonstrating proper corporate governance, ensuring tax compliance, and maintaining transparent intercompany relationships under Nigerian jurisdiction.

What sections should be included in a Intercompany Service Agreement?

1. Parties: Identification of the service provider and service recipient companies, including registration details and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided, including service levels and delivery standards

5. Service Provider Obligations: Key responsibilities and commitments of the service provider

6. Service Recipient Obligations: Key responsibilities and commitments of the service recipient

7. Fees and Payment Terms: Pricing structure, payment terms, invoicing procedures, and transfer pricing compliance

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

9. Intellectual Property Rights: Ownership and usage rights of IP created or used in service delivery

10. Confidentiality: Protection of confidential information exchanged during service provision

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Force Majeure: Provisions for handling events beyond parties' reasonable control

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Intercompany Service Agreement?

1. Personnel and Secondment: Include when services involve staff transfers or secondments between companies

2. Data Protection: Include when services involve processing of personal data

3. Foreign Exchange Compliance: Include for cross-border service arrangements requiring foreign currency payments

4. Tax Compliance: Include detailed tax provisions when complex tax implications exist

5. Regulatory Compliance: Include when services are in regulated sectors requiring specific compliance measures

6. Service Level Agreement (SLA): Include when specific performance metrics and standards need to be maintained

7. Business Continuity: Include when service disruption could significantly impact business operations

8. Anti-Corruption Compliance: Include when services involve government interfaces or high-risk activities

What schedules should be included in a Intercompany Service Agreement?

1. Schedule 1 - Service Description: Detailed breakdown of services, deliverables, and performance standards

2. Schedule 2 - Fee Schedule: Detailed pricing structure, calculation methodology, and transfer pricing documentation

3. Schedule 3 - Service Levels: Specific service level requirements, KPIs, and measurement criteria

4. Schedule 4 - Authorized Representatives: List of key contacts and authorized representatives from both parties

5. Schedule 5 - Related Agreements: List of other relevant intercompany agreements affecting service provision

6. Appendix A - Transfer Pricing Methodology: Documentation supporting the arm's length nature of service fees

7. Appendix B - Compliance Requirements: Specific regulatory and compliance requirements applicable to the services

8. Appendix C - Service Delivery Locations: List of locations where services will be provided and received

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

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Financial Services

Technology

Oil and Gas

Telecommunications

Professional Services

Healthcare

Retail and Consumer Goods

Energy

Agriculture

Construction

Mining

Logistics and Transportation

Education

Relevant Teams

Legal

Finance

Tax

Compliance

Treasury

Corporate Secretariat

Risk Management

Operations

Commercial

Internal Audit

Shared Services

Corporate Development

Accounting

Regulatory Affairs

Relevant Roles

Chief Financial Officer

Head of Legal

Tax Director

Compliance Officer

Transfer Pricing Manager

Corporate Secretary

Finance Manager

Commercial Director

Operations Director

Risk Manager

Group Financial Controller

Head of Shared Services

General Counsel

Managing Director

Chief Operating Officer

Treasury Manager

Industries
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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