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Intercompany Service Agreement Template for Ireland

This document is an Irish law-governed agreement that formalizes the provision of services between companies within the same corporate group. It establishes the framework for intercompany service arrangements, including detailed service specifications, pricing mechanisms compliant with transfer pricing requirements, performance standards, and operational procedures. The agreement incorporates Irish legal requirements, including Companies Act 2014 provisions for related party transactions, tax considerations, and data protection obligations under GDPR, while ensuring appropriate corporate governance and risk allocation between group entities.

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What is a Intercompany Service Agreement?

The Intercompany Service Agreement is essential for corporate groups operating in Ireland who need to formalize service arrangements between their affiliated entities. This document is typically used when one group company provides specific services (such as IT, administrative, technical, or management services) to another group company on a regular basis. It ensures compliance with Irish corporate law, tax regulations (particularly transfer pricing rules), and governance requirements while establishing clear operational frameworks. The agreement is crucial for documenting arm's length arrangements, supporting tax positions, and maintaining proper corporate governance. It includes comprehensive details about service scope, delivery standards, pricing mechanisms, and risk allocation, making it particularly important for groups with significant intra-group service flows or those subject to regulatory oversight.

What sections should be included in a Intercompany Service Agreement?

1. Parties: Identification of the group companies entering into the agreement - service provider and service recipient

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Services: Detailed description of services to be provided, service levels, and delivery standards

5. Charges and Payment: Fee structure, payment terms, and transfer pricing methodology

6. Service Provider Obligations: Key responsibilities and commitments of the service providing entity

7. Service Recipient Obligations: Key responsibilities and commitments of the service receiving entity

8. Intellectual Property Rights: Ownership and usage rights of IP created or used in service delivery

9. Confidentiality: Protection of confidential information between group companies

10. Data Protection: GDPR compliance and data handling requirements

11. Term and Termination: Duration of agreement and termination provisions

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

13. Force Majeure: Provisions for handling events beyond reasonable control

14. Governing Law and Jurisdiction: Confirmation of Irish law governance and dispute resolution process

What sections are optional to include in a Intercompany Service Agreement?

1. Staff and Secondment: Include when services involve staff transfers or secondments between companies

2. Regulatory Compliance: Include for regulated industries or when specific regulatory obligations apply

3. Tax and VAT: Include detailed tax provisions when complex cross-border services are involved

4. Business Continuity: Include when services are critical to business operations

5. Change Control: Include when services may need frequent modification or updating

6. Audit Rights: Include when regular audit of services or pricing is required

7. Group Company Accession: Include when additional group companies may join the agreement later

8. Anti-Bribery and Corruption: Include for international service arrangements or high-risk jurisdictions

What schedules should be included in a Intercompany Service Agreement?

1. Schedule 1 - Services Description: Detailed breakdown of services, including scope, deliverables, and exclusions

2. Schedule 2 - Service Levels: Specific performance metrics, KPIs, and quality standards

3. Schedule 3 - Charges: Detailed pricing structure, calculation methodology, and transfer pricing documentation

4. Schedule 4 - Key Personnel: List of key staff involved in service delivery and their roles

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and requirements

6. Schedule 6 - Business Continuity Plan: Procedures for maintaining service continuity

7. Appendix A - Service Request Form: Template for requesting additional or modified services

8. Appendix B - Report Templates: Standard formats for service reporting and documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Document Type

Service Agreement

Cost

Free to use

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