This inter-company services agreement template has 17 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our inter-company services agreement template:
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. EQUIPMENT, TOOLS, MATERIALS AND/OR SUPPLIES 6
