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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."
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
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
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
Agreement
Applicable Law
Arm's Length Basis
Board
Business Day
Commencement Date
Confidential Information
Control
Effective Date
Force Majeure Event
Group
Group Policies
Intellectual Property Rights
Intercompany Services
Material Adverse Change
Parent Company
Parent Group
Performance Standards
Regulatory Authority
Related Party
Service Fees
Service Levels
Services
Subsidiary
Term
Territory
Transfer Pricing Requirements
Working Hours
Year
Definitions
Services Scope
Term and Duration
Payment Terms
Transfer Pricing
Performance Standards
Compliance
Confidentiality
Intellectual Property
Data Protection
Governance
Reporting Requirements
Audit Rights
Personnel
Resource Allocation
Quality Standards
Risk Allocation
Liability
Indemnification
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment
Amendments
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Regulatory Compliance
Anti-Corruption
Tax Compliance
Environmental Compliance
Group Policies Adherence
Representations and Warranties
Manufacturing
Financial Services
Technology
Retail
Healthcare
Energy
Telecommunications
Real Estate
Consumer Goods
Professional Services
Mining
Agriculture
Construction
Transportation and Logistics
Business Process Outsourcing
Legal
Finance
Tax
Compliance
Corporate Governance
Risk Management
Internal Audit
Treasury
Corporate Secretariat
Operations
Management
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
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