[{"data":1,"prerenderedAt":512},["ShallowReactive",2],{"document-inter-company-services-agreement-D886":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":167,"customdescription":6,"mdFm":168,"mdProseHtml":511},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"INTER-COMPANY SERVICES AGREEMENT This Inter-Company Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Associate Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] is a [SPECIFY INDUSTRY] company specialized in [SPECIFY COMPANY SPECIALIZATION]; WHEREAS Associate Company is a company specializing in [SPECIFY]; WHEREAS the parties and Company are desirous of working together in relation to the conduct of [SPECIFY PROJECT]; NOW THEREFORE this Agreement witnessed that in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows: 1. DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: 1.1 \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. 1.2 \"Affiliated Companies\" shall mean any corporation or other business enterprise, which directly or indirectly controls, is controlled by, or is under common control by a party. 1.3 \"Associated Staff\" shall mean any officer, director, employee, agent, or student of a Party, and any other person involved in the execution of this Agreement, excluding patients solely involved as subjects in studies. 1.4 \"Documentation\" shall mean all documents, regardless of form, relating to the Project. 1.5 \"Intellectual Property Rights\" shall mean any and all rights, title and interest in and to any and all ideas, discoveries, inventions, creations, works and know-how including, without limitation, patents, trademarks, service marks, designs, integrated circuit topographies, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in [COUNTRY] and in any other country. 1.6 \"Material\" shall mean any and all information and materials, relating to a Party's business, business processes and methods of doing business, given to the other Party from time to time for review, data processing, or for any other reason, and all copies thereof regardless of form or storage medium, including, but not limited to, documentation, notes, formulae, components, drawings, data, flow-charts, plans, specifications, techniques, processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-clinical and clinical studies, contracts, marketing and other financial and business plans, and includes, without limitation, all confidential and proprietary information which is at any time so designated a Party by the other Party, either in writing or orally. 1.7 \"Project\" shall mean [DESCRIBE THE DETAILS OF THE PROJECT]. 1.8 \"Services\" shall mean the services as described in Subsection 2.1 hereof. 2. SCOPE OF WORK 2.1 The parties agree to act as independent contractors for each other. [YOUR COMPANY NAME] will perform professional services as described in Schedule \"A\" to this Agreement (the \"Company Services\"), a copy of which has been appended hereto and initialed by the parties for identification. Associate Company will perform professional services as described in Schedule \"B\" (the \"Associate Company Services\"), a copy of which has been appended hereto and initialed by the parties for identification. \"Services\" shall mean either or both of the Company Services and the Associate Company Services, as the case may be. 2.2 Each Party agrees to use its best efforts to assign personnel with the proper skill level and type of experience, to ensure that the Services will be completed in a timely and successful manner. 2.3 In the event that a Party does not have personnel with the proper skill level or experience to provide the Services required under the terms of this Agreement, such Party may engage the services of such competent personnel, or may subcontract or assign a portion of the Services to be rendered, with the prior written consent of the other Party to this Agreement. Notwithstanding such approval, the sub-contracting Party shall be primarily responsible and liable for the services rendered by such personnel, subcontractor or assignee and shall be responsible for the payment of the remuneration payable to such personnel, subcontractor or assignee, which shall be included in the total compensation described in Section 3 hereof. 2.4 Each Party will, on a regular basis, keep the other Party appraised of the work in progress under the terms of this Agreement and will meet from time to time with the other Party, to review the Services performed or to be performed under the provisions hereof. 3. FEES AND EXPENSES 3.1 Associate Company will pay [YOUR COMPANY NAME] for Company Services satisfactorily rendered pursuant to the payment schedule described in Schedule \"C\" to this Agreement (the \"Company Budget\"), a copy of which has been appended hereto and initialed by the Parties for identification. Company shall not be permitted to incur any cost or expense that would cause the Company Budget to be exceeded, without the prior written approval of [YOUR COMPANY NAME], in the form of an amendment to this Agreement. 3.2 [YOUR COMPANY NAME] will pay Associate Company for Associate Company Services satisfactorily rendered pursuant to the payment schedule described in Schedule \"D\" to this Agreement (the \"Associate Company Budget\"), a copy of which has been appended hereto and initialed by the parties for identification. Associate Company shall not be permitted to incur any cost or expense that would cause the Associate Company Budget to be exceeded, without the prior written approval of the Company, in the form of an amendment to this Agreement. 4. RELATIONSHIP OF THE PARTIES 4.1 As each Party is undertaking to perform professional services for the other, and is doing so as an independent contractor and not as an employee, agent, partner, or joint venturer of the other Party, the fees will be limited to those stated in Schedules \"C\" and \"D\", attached hereto, as the case may be. Neither Party will participate in any employee benefit plans of the other Party nor receive any other compensation beyond that stated in such Schedules \"C\" and \"D\". Neither Party will have any power or authority to bind the other or to assume or create any obligation or responsibility, express or implied, on the other's behalf or in the other's name, and neither Party will represent to any person or entity that it has such power or authority. 5. STATUS OF THE PARTIES 5.1 Neither Party is responsible for verifying the existence or sufficiency of the qualifications, authorizations, permits or licenses of the other Party and/or the other Party's employees. Each Party represents and warrants that it and any of its employees are authorized to work and are not acting and will not act during the term of this Agreement in violation of any applicable laws and the regulations thereunder or any agreement it has entered into with a third party. Each Party will indemnify the other Party against any and all claims, damages, losses and other liabilities including, but not limited to, fines, penalties, and/or attorneys' fees incurred by a Party because the other Party and/or the other Party's employees or agents are not authorized to perform all or part of the Services. 6. 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WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6",513,"https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":91,"description":6},"service agreement",[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":17,"url":94},"/template/service-agreement-D12711",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":86,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":106,"keywords":105,"url":109},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":105,"description":6},"master service agreement",[107,108],{"label":17,"url":94},{"label":17,"url":94},"/template/master-service-agreement-D12657",{"description":111,"descriptionCustom":6,"label":112,"pages":113,"size":86,"extension":10,"preview":114,"thumb":115,"svgFrame":116,"seoMetadata":117,"parents":119,"keywords":118,"url":124},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":118,"description":6},"non disclosure agreement nda",[120,121],{"label":17,"url":94},{"label":122,"url":123},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":126,"descriptionCustom":6,"label":127,"pages":100,"size":128,"extension":10,"preview":129,"thumb":130,"svgFrame":131,"seoMetadata":132,"parents":133,"keywords":136,"url":137},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[134,135],{"label":17,"url":94},{"label":17,"url":94},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":139,"descriptionCustom":6,"label":140,"pages":141,"size":86,"extension":10,"preview":142,"thumb":143,"svgFrame":144,"seoMetadata":145,"parents":147,"keywords":146,"url":152},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":146,"description":6},"shareholders agreement",[148,149],{"label":17,"url":94},{"label":150,"url":151},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":154,"descriptionCustom":6,"label":155,"pages":85,"size":156,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":161,"keywords":165,"url":166},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[162],{"label":163,"url":164},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":169,"reviewer":182,"legal_disclaimer":186,"quick_facts":187,"at_a_glance":189,"personas":193,"variants":218,"glossary":244,"clauses":278,"how_to_fill":324,"common_mistakes":365,"faqs":390,"industries":418,"comparisons":443,"diy_vs_lawyer":456,"jurisdictions":469,"related_template_ids_curated":490,"schema":499,"classification":500},{"meta_title":170,"meta_description":171,"primary_keyword":172,"secondary_keywords":173},"Inter Company Services Agreement Template | Free Word Download","Free inter company services agreement template for related entities. Covers service scope, fees, IP, liability, and transfer pricing.","inter company services agreement template",[174,175,176,177,178,179,180,181],"intercompany services agreement","inter company agreement template","intercompany services agreement template word","intragroup services agreement","related party services agreement","intercompany agreement free download","intragroup services contract template","transfer pricing services agreement",{"name":183,"credential":184,"reviewed_date":185},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":188,"legal_review_recommended":186,"signature_required":186,"notarization_required":167},"advanced",{"what_it_is":190,"when_you_need_it":191,"whats_inside":192},"An Inter Company Services Agreement is a legally binding contract between two or more entities within the same corporate group that governs the provision of services — such as IT support, management consulting, HR administration, or shared finance functions — from one entity to another. This free Word download gives you a structured, audit-ready starting point you can edit online and export as PDF for execution by all relevant entities.\n","Use it whenever a parent company, subsidiary, or affiliate provides services to another entity in the same group, particularly where the arrangement crosses tax jurisdictions or where a regulator, auditor, or lender requires documented arm's-length terms between related parties.\n","Service scope and description, fee structure and payment terms, transfer pricing methodology, IP ownership, confidentiality, liability limits, term and termination, and governing law — all in a single document designed to satisfy both corporate governance and tax authority requirements.\n",[194,198,202,206,210,214],{"title":195,"use_case":196,"icon_asset_id":197},"CFOs and finance directors","Documenting intercompany charges to satisfy transfer pricing rules and audit requirements","persona-cfo",{"title":199,"use_case":200,"icon_asset_id":201},"Corporate legal counsel","Formalizing related-party service arrangements before a financing round or acquisition","persona-legal-counsel",{"title":203,"use_case":204,"icon_asset_id":205},"Multinational business owners","Structuring cross-border intragroup services between a parent and foreign subsidiaries","persona-international-employer",{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders with holding structures","Establishing compliant service terms between a holdco and one or more operating entities","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Operations directors","Centralizing shared services — IT, HR, payroll — under a services entity within the group","persona-operations-director",{"title":215,"use_case":216,"icon_asset_id":217},"Tax advisors and accountants","Supporting clients in producing contemporaneous documentation for transfer pricing compliance","persona-accountant",[219,223,227,231,234,237,241],{"situation":220,"recommended_template":221,"slug":222},"Parent company providing management services to a wholly owned subsidiary","Inter Company Services Agreement","inter-company-services-agreement-D886",{"situation":224,"recommended_template":225,"slug":226},"Two sibling subsidiaries sharing IT infrastructure costs","Cost-Sharing Agreement","data-sharing-agreement-D13514",{"situation":228,"recommended_template":229,"slug":230},"Group entity licensing intellectual property to a subsidiary","Intercompany IP Licensing Agreement","technology-licensing-agreement-D13434",{"situation":232,"recommended_template":233,"slug":222},"Parent lending funds to a subsidiary under formal terms","Intercompany Loan Agreement",{"situation":235,"recommended_template":84,"slug":236},"Engaging an unrelated third-party service provider","service-agreement-D12711",{"situation":238,"recommended_template":239,"slug":240},"Consolidating multiple intragroup arrangements under a master framework","Master Services Agreement","master-service-agreement-D12657",{"situation":242,"recommended_template":127,"slug":243},"Formalizing a joint venture between two group entities","joint-venture-agreement-D889",[245,248,251,254,257,260,263,266,269,272,275],{"term":246,"definition":247},"Transfer Pricing","The price charged for goods, services, or IP transferred between related entities within the same corporate group, subject to tax authority scrutiny to ensure arm's-length terms.",{"term":249,"definition":250},"Arm's-Length Principle","The standard requiring that transactions between related parties be priced as if the parties were independent and unrelated, to prevent profit-shifting or tax avoidance.",{"term":252,"definition":253},"Intragroup Services","Services provided by one entity within a corporate group to another — such as IT support, HR, treasury, or legal — that benefit the receiving entity.",{"term":255,"definition":256},"Markup","A percentage added to the cost of providing services to determine the charge to the receiving entity; typically benchmarked against comparable third-party arrangements.",{"term":258,"definition":259},"Cost-Plus Method","A transfer pricing methodology where the service fee equals the direct and indirect costs of providing the service plus an agreed profit margin, expressed as a percentage of cost.",{"term":261,"definition":262},"Contemporaneous Documentation","Transfer pricing records prepared at the time a transaction is entered into, rather than after the fact, required by most tax authorities to support the arm's-length nature of intercompany pricing.",{"term":264,"definition":265},"Service Level Agreement (SLA)","A schedule attached to the services agreement specifying measurable performance standards — response times, availability, and quality benchmarks — the service provider must meet.",{"term":267,"definition":268},"Withholding Tax","Tax deducted at source from payments made to a non-resident entity, commonly applicable to cross-border service fees between related parties in different jurisdictions.",{"term":270,"definition":271},"Permanent Establishment","A fixed place of business or agency through which an enterprise carries on business in a foreign jurisdiction, potentially creating a tax liability in that jurisdiction.",{"term":273,"definition":274},"Beneficial Owner","The entity or individual that ultimately owns or controls an asset or income stream, relevant for determining treaty entitlement in cross-border service arrangements.",{"term":276,"definition":277},"Country-by-Country Reporting (CbCR)","A mandatory annual report filed by large multinationals with their home tax authority showing revenue, profit, tax, and headcount for every jurisdiction in which they operate.",[279,284,289,294,299,304,309,314,319],{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Parties and Recitals","Identifies both the service provider entity and the service recipient entity by their full legal names, jurisdictions of incorporation, and registered addresses, and explains the commercial rationale for the arrangement.","This Inter Company Services Agreement is entered into as of [DATE] between [SERVICE PROVIDER LEGAL NAME], a [ENTITY TYPE] incorporated in [JURISDICTION] ('Provider'), and [SERVICE RECIPIENT LEGAL NAME], a [ENTITY TYPE] incorporated in [JURISDICTION] ('Recipient'). Provider and Recipient are members of the [GROUP NAME] corporate group.","Using informal group or trade names instead of full registered legal entity names. Mismatched names create enforceability problems and fail tax authority documentation requirements.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Scope of Services","Describes in specific terms the services the provider will deliver, the personnel or departments responsible, and any service level standards. Typically accompanied by a Schedule A.","Provider shall deliver to Recipient the services described in Schedule A ('Services'), including [SERVICE CATEGORY — e.g., group IT infrastructure support, management advisory, finance and accounting functions]. Services shall be performed to the standard described in Schedule B.","Using vague catch-all language like 'management services as required.' Tax authorities and auditors treat undefined scope as evidence of a non-arm's-length arrangement, increasing the risk of a transfer pricing adjustment.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Service Fees and Payment Terms","States the fee structure — fixed monthly charge, cost-plus markup, or time-and-materials rate — the invoicing frequency, the payment deadline, and the currency of settlement.","Recipient shall pay Provider a monthly service fee of [AMOUNT] [CURRENCY], calculated on a cost-plus basis at [X]% markup over Provider's direct and allocated indirect costs. Invoices shall be issued on the first business day of each month and are payable within [30] days of receipt.","Agreeing a fixed fee without any mechanism to adjust for changes in cost or scope. Fixed fees that diverge significantly from actual costs over time attract transfer pricing scrutiny and may be recharacterized by tax authorities.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Transfer Pricing Methodology","Documents the method used to price the services — typically cost-plus or comparable uncontrolled price — and commits both parties to maintaining contemporaneous documentation supporting the arm's-length nature of the charge.","The Service Fees have been determined using the [COST-PLUS / COMPARABLE UNCONTROLLED PRICE] method in accordance with the OECD Transfer Pricing Guidelines. Both parties shall maintain contemporaneous documentation as required by applicable tax laws and shall cooperate to support any audit or inquiry by a tax authority.","Omitting the transfer pricing methodology from the agreement entirely and relying on a separate policy document. If the agreement and the internal policy are inconsistent, the discrepancy becomes the first point of attack in a transfer pricing audit.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Intellectual Property Ownership","Clarifies who owns any IP, tools, methodologies, or deliverables created or used in performing the services, and what license the recipient has to use any provider-owned IP.","All pre-existing IP of Provider used in delivering the Services remains the sole property of Provider. Any work product created specifically for Recipient under this Agreement ('Deliverables') shall be owned by [PROVIDER / RECIPIENT], subject to a perpetual, royalty-free license granted to [THE OTHER PARTY] for internal business purposes.","Leaving IP ownership silent in the agreement. Without explicit allocation, ownership of custom deliverables is governed by statute — and the default rule varies materially between the US, UK, and EU.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Confidentiality","Obliges each party to protect the other's confidential information — financials, strategies, customer data, and systems — both during and after the term of the agreement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. This obligation survives termination of this Agreement for a period of [3] years.","Using a mutual confidentiality clause when the information flow is entirely one-directional. While mutual clauses are harmless, a one-way clause is cleaner and avoids implying that the recipient has confidential information to protect.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Liability and Indemnification","Caps the provider's aggregate liability for failures in service delivery, excludes consequential and indirect damages, and sets out each party's indemnification obligations.","Provider's aggregate liability under this Agreement shall not exceed the total Service Fees paid in the [12] months preceding the event giving rise to the claim. Neither party shall be liable for indirect, consequential, or punitive damages. Each party shall indemnify the other against third-party claims arising from its own negligence or wilful misconduct.","Setting no liability cap at all between related entities on the assumption that intragroup disputes will never be litigated. Uncapped liability creates material contingent exposures that must be disclosed in consolidated financial statements.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Term and Termination","Sets the initial duration of the agreement, the conditions for renewal, and the notice periods and grounds for early termination — including termination for cause and for convenience.","This Agreement commences on [START DATE] and continues for an initial term of [1 YEAR], renewing automatically for successive [1-YEAR] periods unless either party gives [90] days' written notice of non-renewal. Either party may terminate immediately for material breach not cured within [30] days of written notice.","Auto-renewal without a notice period longer than the invoicing cycle. If the agreement renews faster than the recipient can reasonably react to a new invoice, the renewal may later be disputed as involuntary.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — typically arbitration or the courts of the governing jurisdiction.","This Agreement is governed by the laws of [GOVERNING JURISDICTION]. Any dispute shall be referred first to senior management of each party for a [30]-day resolution period, failing which it shall be resolved by binding arbitration under the [ICC / AAA / LCIA] Rules in [CITY].","Choosing a governing law that differs from the jurisdiction of both parties with no commercial rationale. Tax authorities and courts in the parties' home jurisdictions may override an arbitrary governing-law choice when assessing the agreement's validity.",[325,330,335,340,345,350,355,360],{"step":326,"title":327,"description":328,"tip":329},1,"Identify and name both entities correctly","Enter the full registered legal name, jurisdiction of incorporation, registration number, and registered address for both the service provider and the service recipient. Confirm these against your corporate registry filings.","Cross-reference the entity names against your group structure chart to ensure you are documenting the correct bilateral relationship — groups with three or more entities often need separate agreements for each service pair.",{"step":331,"title":332,"description":333,"tip":334},2,"Define the scope of services in Schedule A","List every service category the provider will deliver — management, IT, HR, treasury, legal, compliance — with a brief description of what each category includes. Avoid generic language like 'management services as needed.'","The more specific Schedule A is, the easier it is to defend the associated fee in a transfer pricing audit. Include estimated hours or resource allocations per service category where possible.",{"step":336,"title":337,"description":338,"tip":339},3,"Select and document the transfer pricing method","Choose the pricing method — cost-plus is most common for support services — and set the markup percentage. Document the benchmarking analysis or comparables that support the chosen rate and attach it as Schedule C.","A markup of 5–15% is typical for routine support services in most OECD jurisdictions. Markups above 20% require stronger benchmarking support to withstand scrutiny.",{"step":341,"title":342,"description":343,"tip":344},4,"Set the fee amount, invoicing frequency, and currency","Enter the monthly or quarterly service fee, confirm the invoicing schedule, and state the currency. For cross-border arrangements, specify whether fees will be adjusted annually to reflect changes in the underlying cost base.","Include a cost-reconciliation mechanism — e.g., an annual true-up comparing estimated charges to actual costs — to keep the fee defensible as arm's-length over time.",{"step":346,"title":347,"description":348,"tip":349},5,"Allocate IP and specify the license terms","Decide whether deliverables remain with the provider (licensed to the recipient) or transfer to the recipient. Document any pre-existing IP used in service delivery and confirm the license scope and duration.","If the recipient is paying for the development of proprietary tools or systems, consider whether the recipient should own the output — failing to do so may create an unintended royalty obligation later.",{"step":351,"title":352,"description":353,"tip":354},6,"Set the liability cap and indemnification terms","Agree an aggregate liability cap — typically 12 months of service fees — and confirm that consequential damages are excluded. Identify which party bears third-party claim indemnification obligations and under what conditions.","Ensure the liability cap is consistent with any umbrella indemnification policy in your group governance framework to avoid conflicting obligations.",{"step":356,"title":357,"description":358,"tip":359},7,"Confirm governing law and dispute resolution","Select a governing jurisdiction that has a meaningful connection to at least one of the parties. For cross-border arrangements, consider arbitration rather than litigation to avoid jurisdictional uncertainty.","Where the service provider and recipient are in different countries, choosing a neutral arbitral seat — London, Singapore, or New York — reduces the risk that one party's home courts gain procedural advantage.",{"step":361,"title":362,"description":363,"tip":364},8,"Execute before services begin and keep copies on file","Both authorized signatories must execute the agreement — and any schedules — before service delivery commences. Store fully executed copies alongside your transfer pricing documentation file.","Backdating an intercompany agreement is a significant tax risk. If services have already begun, execute contemporaneously and document the prior period through a board resolution or intercompany account reconciliation.",[366,370,374,378,382,386],{"mistake":367,"why_it_matters":368,"fix":369},"Defining services too broadly","Catch-all service descriptions like 'management support as needed' give tax authorities grounds to argue the arrangement is a disguised profit distribution rather than a genuine service charge, triggering adjustments and penalties.","List every service category by name in a dedicated schedule with a brief description and estimated resource allocation. Update the schedule annually to reflect any changes in scope.",{"mistake":371,"why_it_matters":372,"fix":373},"Omitting a transfer pricing methodology clause","Without a documented pricing method, the agreement cannot demonstrate arm's-length terms. Tax authorities in the US, Canada, UK, and EU all require contemporaneous documentation — the absence of it shifts the burden of proof to the taxpayer.","Include a clause identifying the chosen transfer pricing method, the markup rate, and a reference to the supporting benchmarking analysis. Attach the analysis as a schedule or cross-reference it in the transfer pricing documentation file.",{"mistake":375,"why_it_matters":376,"fix":377},"Leaving the agreement unsigned until after services begin","An undated or backdated intercompany agreement is treated with deep skepticism by tax authorities and auditors. It signals that the arrangement was documented after the fact to justify a recharge rather than as a genuine contemporaneous commercial arrangement.","Execute the agreement on or before the service commencement date. If services have inadvertently started, correct through a board resolution and execute the agreement immediately — do not backdate.",{"mistake":379,"why_it_matters":380,"fix":381},"No annual review or fee adjustment mechanism","A fixed fee that does not change for three or four years while the underlying cost base fluctuates will eventually diverge from arm's-length pricing, exposing both entities to transfer pricing adjustments in the years the divergence is largest.","Include an annual cost-reconciliation and true-up clause that adjusts the fee to reflect the prior year's actual costs plus the agreed markup, with the adjustment settled within 60 days of year-end.",{"mistake":383,"why_it_matters":384,"fix":385},"Using the same agreement template for all intercompany relationships regardless of direction","An agreement drafted for a parent-to-subsidiary service relationship does not accurately reflect the obligations in a sibling-to-sibling arrangement — the risk allocation, IP ownership defaults, and governing-law logic differ materially.","Create separate agreements for each distinct service relationship in the group, each with schedules tailored to the actual services and entities involved. A master framework agreement can reduce duplication while preserving bilateral specificity.",{"mistake":387,"why_it_matters":388,"fix":389},"Failing to address withholding tax obligations in cross-border arrangements","Service fees paid across international borders are often subject to withholding tax in the recipient's jurisdiction. If the agreement is silent, the recipient may deduct withholding and the provider receives less than anticipated, creating a dispute and a potential cash shortfall.","Include a clause allocating withholding tax responsibility — typically the recipient remits and grosses up the payment so the provider receives the full contracted fee — and confirm treaty entitlement before executing.",[391,394,397,400,403,406,409,412,415],{"question":392,"answer":393},"What is an inter company services agreement?","An inter company services agreement is a legally binding contract between two entities within the same corporate group — such as a parent company and a subsidiary — governing the provision of services from one to the other. It documents the scope of services, the fee and pricing methodology, IP ownership, confidentiality, and termination terms, and serves as the primary record supporting the arm's-length nature of the arrangement for tax and audit purposes.\n",{"question":395,"answer":396},"Why do related entities need a formal services agreement?","Tax authorities in most jurisdictions require that transactions between related parties be documented and priced as if the parties were independent. Without a written agreement, an intercompany service charge can be reclassified as a disguised dividend or non-deductible payment, resulting in additional tax, interest, and penalties for one or both entities. Auditors and lenders also require formal documentation before accepting related-party charges in financial statements.\n",{"question":398,"answer":399},"What is transfer pricing and why does it matter for this agreement?","Transfer pricing refers to the prices charged between related entities for goods, services, or IP. Tax authorities scrutinize these prices to ensure they reflect what unrelated parties would agree to — the arm's-length standard. An inter company services agreement must document the pricing method — typically cost-plus — the markup rate, and the benchmarking analysis supporting it. Failure to do so is the most common trigger for transfer pricing audits and adjustments.\n",{"question":401,"answer":402},"What transfer pricing method is typically used for intercompany services?","The cost-plus method is the most widely used approach for routine support services — the fee equals the direct and allocated indirect costs of providing the service plus an agreed markup, typically 5–15% for standard back-office functions. The comparable uncontrolled price (CUP) method is used when a reliable third-party benchmark exists. The OECD Transfer Pricing Guidelines, adopted by most countries, set out five recognized methods; the choice must be documented and defensible.\n",{"question":404,"answer":405},"Does an inter company services agreement need to be signed before services begin?","Yes. Executing the agreement before services commence is essential. An agreement signed after services have already been delivered is treated as retrospective documentation by tax authorities and carries significantly less weight than a contemporaneous record. If services inadvertently began before execution, execute the agreement immediately, document the gap through a board resolution, and avoid any backdating of the signature date.\n",{"question":407,"answer":408},"Can one master agreement cover multiple intercompany service relationships?","A master framework agreement can establish common terms — confidentiality, IP, governing law, dispute resolution — that apply to all intragroup service arrangements, with bilateral service schedules for each provider- recipient pair. This reduces duplication but each schedule must still specify the services, fees, and pricing methodology for that specific relationship. Tax authorities review each bilateral arrangement separately, so schedules must be sufficiently detailed to stand alone.\n",{"question":410,"answer":411},"What happens if the intercompany service fee is not at arm's length?","If a tax authority determines that the service fee does not reflect arm's- length pricing, it may adjust the taxable income of one or both entities — increasing the tax base of the underpaying recipient or reducing the deduction for the overpaying one. In many jurisdictions, a transfer pricing adjustment also triggers a penalty of 20–40% of the underpaid tax, plus interest. The OECD BEPS project has increased information sharing between tax authorities, making cross-border adjustments more likely than before.\n",{"question":413,"answer":414},"Does the agreement need to be reviewed annually?","The agreement itself does not need to be re-executed annually, but the fee and scope should be reviewed each year against actual costs and market benchmarks. Most practitioners recommend an annual true-up clause that reconciles estimated charges to actual costs and adjusts the following year's fee accordingly. The transfer pricing documentation file — including benchmarking analysis — should also be updated annually to reflect current comparables.\n",{"question":416,"answer":417},"Is an inter company services agreement different from a service agreement with a third party?","The commercial terms are similar, but an intercompany agreement has additional requirements third-party agreements do not: a transfer pricing methodology clause, contemporaneous documentation standards, and — in cross-border arrangements — withholding tax and permanent establishment considerations. The parties also have shared economic interests, which means the agreement must affirmatively demonstrate arm's-length dealing rather than simply record a commercially negotiated outcome.\n",[419,423,427,431,435,439],{"industry":420,"icon_asset_id":421,"specifics":422},"Technology / SaaS","industry-saas","Centralizing software development, cloud infrastructure, and IP ownership in a single group entity that licenses or provides services to operating subsidiaries in multiple jurisdictions.",{"industry":424,"icon_asset_id":425,"specifics":426},"Financial Services","industry-fintech","Providing group treasury, compliance, risk management, and back-office functions through a shared services center, with fee structures subject to heightened regulatory and tax scrutiny.",{"industry":428,"icon_asset_id":429,"specifics":430},"Manufacturing","industry-manufacturing","Allocating R&D, procurement, and supply-chain management costs across production entities in different countries, requiring detailed cost-allocation methodologies to satisfy customs and transfer pricing rules.",{"industry":432,"icon_asset_id":433,"specifics":434},"Professional Services","industry-professional-services","Sharing brand, methodology, training, and business development functions across affiliated practices or member firms, where fee structures must reflect measurable benefit to each recipient entity.",{"industry":436,"icon_asset_id":437,"specifics":438},"Healthcare / MedTech","industry-healthtech","Centralizing regulatory affairs, clinical data management, and quality systems at the group level, with intercompany charges subject to both transfer pricing rules and healthcare-specific cost-reporting requirements.",{"industry":440,"icon_asset_id":441,"specifics":442},"Retail / E-commerce","industry-ecommerce","Providing e-commerce platform, marketing, and logistics coordination through a group services entity to regional operating subsidiaries, with country-specific VAT and withholding tax treatment for each service stream.",[444,447,450,453],{"vs":445,"vs_template_id":236,"summary":446},"Service Agreement (Third Party)","A standard service agreement governs services between unrelated commercial parties and focuses on scope, fees, and liability. An inter company services agreement must additionally document transfer pricing methodology, arm's-length pricing evidence, and cross-border tax obligations — requirements that do not apply between genuinely independent parties. Use a standard service agreement for unrelated vendors; use the intercompany version for all related-entity arrangements.",{"vs":233,"vs_template_id":448,"summary":449},"inter-company-loan-agreement-D885","An intercompany loan agreement documents the lending of funds between group entities — principal, interest rate, repayment schedule — while a services agreement documents the provision of ongoing services and the associated service fee. Both are subject to transfer pricing rules, but loan agreements must also address thin-capitalization and interest deductibility limits. Use both where a group entity both lends funds and provides services to a related entity.",{"vs":239,"vs_template_id":451,"summary":452},"master-service-agreement-D13307","A master services agreement establishes the overarching commercial terms between two parties — typically unrelated — and is supplemented by individual statements of work. An inter company services agreement is purpose-built for related entities and embeds the transfer pricing, tax, and governance requirements that a standard MSA omits. For intragroup arrangements, start with the intercompany template rather than adapting a third-party MSA.",{"vs":225,"vs_template_id":454,"summary":455},"D{COST_SHARING_AGREEMENT_ID}","A cost-sharing agreement allocates the costs of a joint activity — typically R&D or platform development — among group entities in proportion to their anticipated benefit, without a service provider or markup. An inter company services agreement applies when one entity provides services to another and charges a marked-up fee. Use a cost-sharing agreement where all participating entities contribute to the activity; use a services agreement where only one entity delivers and the other receives.",{"use_template":457,"template_plus_review":461,"custom_drafted":465},{"best_for":458,"cost":459,"time":460},"Single-jurisdiction groups with straightforward service arrangements and no material transfer pricing exposure","Free","1–2 hours",{"best_for":462,"cost":463,"time":464},"Cross-border intragroup services, groups subject to transfer pricing documentation requirements, or pre-audit or pre-transaction situations","$500–$2,000 for a tax advisor or corporate lawyer review","3–7 days",{"best_for":466,"cost":467,"time":468},"Large multinationals, groups with country-by-country reporting obligations, complex IP or shared services structures, or entities in heavily regulated industries","$3,000–$15,000+","2–6 weeks",[470,475,480,485],{"code":471,"name":472,"flag_asset_id":473,"note":474},"us","United States","flag-us","The IRS requires US taxpayers to maintain contemporaneous transfer pricing documentation under IRC §482 and Treasury Regulation §1.6662-6. The cost-plus and comparable uncontrolled price methods are both recognized. Penalties of 20–40% of underpaid tax apply where the IRS makes a transfer pricing adjustment exceeding a specified threshold. State tax authorities may impose additional documentation requirements, particularly in California and New York.",{"code":476,"name":477,"flag_asset_id":478,"note":479},"ca","Canada","flag-ca","The CRA requires Canadian taxpayers to document intercompany transactions under the Income Tax Act, Section 247, using OECD-consistent methods. Contemporaneous documentation must be in place by the filing due date for the taxation year in which the transaction occurs. Penalties of 10% of the transfer pricing adjustment apply where the taxpayer has not made reasonable efforts to determine arm's-length prices. Quebec adds a provincial documentation layer for entities subject to Quebec income tax.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"uk","United Kingdom","flag-uk","HMRC applies the arm's-length principle under ICTA 1988 and the TIOPA 2010. Large businesses must maintain a Master File and Local File under the OECD BEPS Action 13 standards. HMRC's Diverted Profits Tax (25%) may apply where intercompany arrangements are used to shift profits from UK activities. Withholding tax on cross-border service fees is generally not applicable under domestic law, but treaty relief may be needed where royalties are embedded in service fees.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"eu","European Union","flag-eu","EU member states implement transfer pricing rules through domestic legislation aligned with the OECD Guidelines. The EU Code of Conduct on Transfer Pricing Documentation recommends a Master File and Country File structure. GDPR may be relevant where the services agreement involves processing personal data on behalf of the recipient entity — a data processing addendum may be required. Several member states (Germany, France, Spain) impose strict advance documentation requirements and penalties for inadequate records.",[222,236,240,491,243,492,493,494,495,496,497,498],"non-disclosure-agreement-nda-D12692","shareholders-agreement-D1016","independent-contractor-agreement-D160","service-level-agreement-D12711","management-services-agreement-D551","confidentiality-agreement-D950","technology-services-agreement-D886","outsourcing-agreement-manufacturing-D898",{"emit_how_to":186,"emit_defined_term":186},{"primary_folder":94,"secondary_folder":501,"document_type":502,"industry":503,"business_stage":504,"tags":505,"confidence":510},"services-and-consulting","agreement","general","all-stages",[502,506,507,508,509],"contract","inter-company-services","corporate-group","shared-services",0.95,"\u003Ch2>What is an Inter Company Services Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Inter Company Services Agreement\u003C/strong> is a legally binding contract between two or more entities within the same corporate group that governs the provision of services — such as IT infrastructure, management consulting, HR administration, treasury functions, or shared finance operations — by one entity to another. Unlike a standard commercial service agreement between unrelated parties, an intercompany services agreement must satisfy both corporate governance requirements and the arm's-length standards imposed by tax authorities in every jurisdiction where the participating entities operate. It documents the scope of services, the fee and transfer pricing methodology, IP ownership, confidentiality obligations, liability limits, and termination terms in a single enforceable document.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written inter company services agreement, service charges between group entities have no documented basis — and tax authorities in the US, Canada, the UK, and across the EU will treat undocumented intercompany fees as non-arm's-length arrangements, potentially reclassifying them as non-deductible expenses or disguised dividends and imposing back taxes, interest, and penalties of 20–40% of the adjustment. Auditors cannot accept related-party charges in financial statements without supporting documentation, and lenders conducting due diligence on a financing or acquisition will flag the absence of formal intercompany agreements as a governance deficiency. A properly executed agreement — completed before services begin, with a defined transfer pricing methodology and annual review mechanism — protects both entities, satisfies regulatory requirements across jurisdictions, and eliminates the single most avoidable trigger for a transfer pricing audit.\u003C/p>\n",1779808999382]