The Intercompany Shared Services Agreement is essential for UAE-based corporate groups looking to centralize and streamline their internal support functions. This document is typically used when one entity within a corporate group provides administrative, technical, or operational services to other group entities, enabling cost efficiency and standardization of service delivery. The agreement ensures compliance with UAE commercial laws, VAT regulations, and the new corporate tax regime while establishing clear service standards, pricing mechanisms, and governance structures. It's particularly relevant given the increasing focus on transfer pricing and related party transactions in the UAE, requiring careful documentation of service arrangements between group entities.
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1. Parties: Identification of the service provider and service recipient entities, including full legal names and registration details
2. Background: Context of the agreement, relationship between the parties, and purpose of the shared services arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including service categories and delivery requirements
5. Service Standards: Quality standards, KPIs, and performance metrics for service delivery
6. Charges and Payment Terms: Service fees, calculation methodology, payment terms, and invoicing procedures
7. Duration and Termination: Term of the agreement, renewal provisions, and termination rights
8. Service Provider Obligations: Key responsibilities and commitments of the service provider
9. Service Recipient Obligations: Key responsibilities and commitments of the service recipient
10. Governance and Reporting: Management structure, reporting requirements, and review processes
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with UAE data protection requirements and data handling procedures
13. Intellectual Property: Ownership and usage rights of IP created or used in service delivery
14. Liability and Indemnification: Limitation of liability and indemnification provisions
15. Force Majeure: Events excusing performance and related procedures
16. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Tax Compliance: Include when services have specific VAT or corporate tax implications
2. Regulatory Compliance: Include when services are subject to specific regulatory requirements
3. Staff and Personnel: Include when services involve secondment or dedicated personnel
4. Business Continuity: Include when services are critical to business operations
5. Exit Management: Include when service transition requires detailed handover procedures
6. Parent Company Guarantee: Include when additional financial security is required
7. Insurance: Include when specific insurance coverage is required for services
8. Anti-corruption and Sanctions: Include when there are international parties or cross-border elements
1. Schedule 1 - Services Description: Detailed description of each service category and specific services
2. Schedule 2 - Service Levels: Detailed SLAs, KPIs, and performance measurement criteria
3. Schedule 3 - Charges: Detailed pricing structure, cost allocation, and payment calculations
4. Schedule 4 - Governance Procedures: Detailed procedures for contract management and oversight
5. Schedule 5 - Key Personnel: List of key personnel and their roles (if applicable)
6. Schedule 6 - Technical Requirements: Technical specifications and requirements for service delivery
7. Schedule 7 - Form of Reports: Templates and formats for required reporting
8. Appendix A - Contact Details: Contact information for key representatives and escalation points
9. Appendix B - Service Locations: Locations where services will be provided and received
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