Intercompany Cost Plus Agreement Template for United States

An Intercompany Cost Plus Agreement is a legally binding contract used in the United States to govern the provision of services between related entities within the same corporate group. It establishes the methodology for calculating service costs and applying an agreed mark-up percentage, ensuring compliance with transfer pricing regulations and IRS requirements. The agreement details the service scope, cost components, mark-up calculation, payment terms, and documentation requirements.

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What is a Intercompany Cost Plus Agreement?

Intercompany Cost Plus Agreements are essential documents for U.S. corporate groups managing internal service arrangements between related entities. These agreements are particularly crucial for compliance with IRS transfer pricing regulations and documentation requirements. The Intercompany Cost Plus Agreement establishes a clear framework for calculating service costs, applying appropriate mark-ups, and maintaining proper documentation. It helps organizations demonstrate that their intercompany transactions are conducted at arm's length, protecting against potential tax authority challenges while providing a structured approach to internal service provision and cost allocation.

What sections should be included in a Intercompany Cost Plus Agreement?

1. Parties: Identification of the service provider and service recipient entities

2. Background/Recitals: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including cost components, services, and pricing terminology

4. Services: Detailed description of services to be provided between the parties

5. Cost Calculation: Methodology for calculating base costs and included cost components

6. Mark-up: Agreed percentage mark-up and calculation method in compliance with transfer pricing regulations

7. Payment Terms: Billing frequency, payment methods, currencies, and timelines

8. Term and Termination: Duration of the agreement and termination provisions

What sections are optional to include in a Intercompany Cost Plus Agreement?

1. Performance Standards: Service level requirements and performance metrics when specific service levels need to be maintained

2. Intellectual Property: IP rights and obligations for cases where services involve creation or use of intellectual property

3. Force Majeure: Provisions for unforeseen circumstances affecting service delivery

4. Dispute Resolution: Process for resolving disagreements including jurisdiction and governing law specifications

What schedules should be included in a Intercompany Cost Plus Agreement?

1. Schedule A - Service Description: Detailed breakdown of services to be provided

2. Schedule B - Cost Calculation Methodology: Detailed explanation of cost components and calculations including allocation methods

3. Schedule C - Transfer Pricing Documentation: Supporting documentation for pricing methodology and compliance with regulations

4. Schedule D - Service Level Requirements: Specific performance metrics and standards if applicable

5. Schedule E - Rate Card: Applicable rates for different service categories and personnel levels

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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