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Intercompany Contract Template for England and Wales

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Key Requirements PROMPT example:

Intercompany Contract

"I need an Intercompany Contract to establish shared IT services arrangements between our UK parent company and three European subsidiaries, with specific provisions for data protection and staff secondment, to be effective from March 2025."

Document background
Intercompany Contracts are essential documents for multinational corporations and group companies operating under English and Welsh law. These agreements formalize arrangements between related entities, ensuring compliance with transfer pricing regulations, tax requirements, and corporate governance standards. They typically cover areas such as service provision, asset transfers, intellectual property rights, and financial arrangements. The contract helps demonstrate arm's length dealings between group companies and provides clear documentation for tax authorities and auditors.
Suggested Sections

1. Parties: Identification of all group companies involved in the agreement

2. Background: Context of the intercompany arrangement and group structure

3. Definitions: Key terms used throughout the agreement

4. Services/Scope: Detailed description of services or arrangements between companies

5. Payment Terms: Financial arrangements including pricing, payment schedule, and invoicing

6. Duration and Termination: Contract term and termination provisions

7. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. Staff Transfer Provisions: Required when employees are being transferred between entities

2. Intellectual Property Rights: IP ownership and licensing between group companies

3. Data Protection: Provisions for handling personal data between entities

4. Tax Provisions: Specific tax arrangements and transfer pricing provisions

Suggested Schedules

1. Service Level Agreement: Detailed service specifications and performance metrics

2. Pricing Schedule: Detailed breakdown of charges and calculation methodologies

3. Group Structure Chart: Visual representation of corporate relationships

4. Transfer Pricing Documentation: Documentation supporting arm's length pricing

5. Data Processing Schedule: Details of data processing activities and safeguards

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Industries

Companies Act 2006: Primary legislation governing company operations, including directors' duties, related party transactions, corporate governance requirements, and disclosure obligations

Common Law Contract Principles: Fundamental principles of contract formation, performance, and enforcement under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract

Corporation Tax Act 2009: Primary legislation governing corporate taxation in the UK

Transfer Pricing Legislation: Rules ensuring arm's length pricing between related companies, preventing artificial profit shifting

Value Added Tax Act 1994: Legislation governing VAT obligations and requirements between companies

Employment Rights Act 1996: Key legislation protecting employment rights, relevant if contract involves staff transfers

Transfer of Undertakings (Protection of Employment) Regulations 2006: TUPE regulations protecting employees' rights when business ownership changes

UK GDPR: Post-Brexit data protection regulation governing handling of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Competition Act 1998: Legislation preventing anti-competitive practices between companies

Enterprise Act 2002: Framework for merger control and market investigations in the UK

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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