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Master Intercompany Agreement
"I need a Master Intercompany Agreement for a US-based technology company with five subsidiaries, focusing on software licensing and shared services arrangements between entities, with specific emphasis on IP protection and transfer pricing compliance."
1. Parties: Identification of all intercompany entities involved in the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement including relevant regulatory and legal references
4. Scope of Services: Description of intercompany services, transactions, and obligations
5. Pricing and Payment Terms: Transfer pricing methodology and payment arrangements in compliance with IRC Section 482
6. Term and Termination: Duration of agreement and termination provisions
7. Confidentiality: Protection of proprietary information and trade secrets
8. Governing Law: Applicable jurisdiction and dispute resolution mechanisms
1. Intellectual Property Rights: IP ownership and licensing provisions between group entities
2. Data Protection: Data handling, privacy requirements, and cross-border data transfer provisions
3. Force Majeure: Provisions for unforeseeable circumstances affecting intercompany obligations
4. Tax Matters: Specific tax treatment, obligations, and compliance with federal and state tax regulations
1. Schedule A - Services Description: Detailed listing of all services provided between entities
2. Schedule B - Transfer Pricing Methodology: Detailed pricing calculations, benchmarks, and compliance with IRC 482
3. Schedule C - Service Level Agreements: Performance metrics and service standards for intercompany services
4. Schedule D - Compliance Requirements: Regulatory and reporting obligations including SOX compliance if applicable
5. Schedule E - Cost Allocation Methods: Methodology for sharing costs between entities
6. Schedule F - Authorized Representatives: List of authorized signatories and contact persons for each entity
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