Intercompany Agreement Between Parent And Subsidiary Template for Philippines

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Key Requirements PROMPT example:

Intercompany Agreement Between Parent And Subsidiary

"I need an Intercompany Agreement Between Parent And Subsidiary for our Philippine technology company and its new software development subsidiary, focusing on shared services, IP rights, and employee secondment arrangements, with the agreement to commence from March 1, 2025."

Document background
The Intercompany Agreement Between Parent And Subsidiary is a crucial document for corporate groups operating in the Philippines, whether domestic or multinational. This agreement is essential when establishing or formalizing the relationship between a parent company and its subsidiary, particularly for aspects such as management services, shared resources, financial arrangements, and operational support. It must comply with Philippine legislation, including the Corporation Code, Bureau of Internal Revenue regulations, and transfer pricing requirements. The document is typically required for corporate governance, tax compliance, audit purposes, and demonstrating arm's length relationships between related entities. It becomes particularly important during tax audits, corporate restructuring, or when establishing new subsidiary operations in the Philippines.
Suggested Sections

1. Parties: Identification of the parent company and subsidiary, including registration details and addresses

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

3. Definitions: Key terms used throughout the agreement

4. Scope of Agreement: Detailed description of services, rights, or obligations being agreed upon

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

6. Financial Terms: Pricing, payment terms, and transfer pricing methodology

7. Compliance with Laws: Commitment to comply with relevant Philippine laws, including tax and corporate regulations

8. Confidentiality: Protection of confidential information between parent and subsidiary

9. Governance and Control: Management structure, reporting requirements, and control mechanisms

10. Representations and Warranties: Standard corporate warranties and specific representations

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

12. Force Majeure: Provisions for unforeseen circumstances affecting performance

13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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

Optional Sections

1. Intellectual Property Rights: Required when the agreement involves IP licensing or transfer between parent and subsidiary

2. Personnel and Employment: Needed when agreement covers secondment or sharing of employees

3. Quality Standards: Important when agreement involves provision of services or products

4. Insurance: Required when specific insurance coverage needs to be maintained

5. Data Protection: Necessary when personal or sensitive data is processed or transferred

6. Regulatory Approvals: Required when specific regulatory clearances are needed

7. Anti-corruption Compliance: Important for international groups or when dealing with government entities

8. Environmental Compliance: Necessary for agreements involving manufacturing or environmental impacts

Suggested Schedules

1. Schedule 1 - Service Level Agreement: Detailed description of services and performance metrics

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, charges, and payment terms

3. Schedule 3 - Transfer Pricing Methodology: Documentation of transfer pricing approach and compliance

4. Schedule 4 - Key Personnel: List of key personnel involved in managing the relationship

5. Schedule 5 - Compliance Requirements: Specific regulatory and compliance requirements

6. Appendix A - Required Reports: Templates and specifications for required reporting

7. Appendix B - Group Policies: Relevant corporate group policies applicable to the relationship

8. Appendix C - Documentation Requirements: List of required documentation for regulatory compliance

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
Relevant Industries

Manufacturing

Financial Services

Technology

Retail

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Professional Services

Mining

Agriculture

Construction

Transportation and Logistics

Business Process Outsourcing

Relevant Teams

Legal

Finance

Tax

Compliance

Corporate Governance

Risk Management

Internal Audit

Treasury

Corporate Secretariat

Operations

Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Tax Director

Finance Director

Compliance Officer

Legal Counsel

Transfer Pricing Manager

Corporate Governance Officer

Operations Director

Risk Management Officer

Treasury Manager

Internal Audit Manager

Company Director

Managing Director

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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