Inter-Company Development Services Agreement (creation of IP)
The Inter-Company Development Services Agreement is a Swiss-law governed standard agreement for the provision of services between group companies. Intra-group services agreements may be required to evidence the transfer pricing of services that are provided by one group company to another.
This template covers the provision of services that typically result in the creation of new intellectual property, including:
- Software development
- Product development
- Data and content creation and hosting
- Brand development and management
This template assumes that ownership of the group’s valuable intellectual property is consolidated in one or a limited number of entities, and that the entity providing services is doing so as a limited-risk service provider. Ownership of any developed intellectual property will vest in the company.
As the services provided under this template may be complex, there is the possibility to refer to a separate work order for the purpose of describing the services provided in more detail. A separate work order template is also available for these purposes.
Terms which are configurable to the user’s needs include:
- Purpose and background;
- Term and termination;
- Nature and description of the services provided;
- Ability to refer to a separate work order;
- Use of materials provided by a third party;
- Restrictions on use of open source software;
- Fee structure (fixed fee or costs plus a mark-up) and payment and reconciliation mechanisms;
- Sub-contracting and assignment rights;
- Provisions relating to notices;
- Dispute resolution, jurisdiction and arbitration; and
- Other boiler-plate provisions (e.g. confidentiality, force majeure).
This template assumes that the service provider is acting on a limited-risk basis and is therefore indemnified against any loss or damage arising out of its provision of the services.
Circumstances of Use
This document is intended to be used for intra-group transfer pricing purposes to document the provision of services from one group company to another.
The Inter-company Development Services Agreement may be used for cross-border transactions where the parties have agreed to use Swiss law.
The purchase of this Product is subject to PartnerVine Terms.
You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Exclusions and Limitations
This template does not include a work order. A separate work order template is available.
If the services to be provided are in the nature of general and administrative services, the Inter-company Services Agreement (no creation of IP) may be more appropriate.
No warranty or representation is given or made that the allocation of functions and risk and the related transfer pricing arrangements provided for in this document are appropriate in the specific circumstances of any given group of companies. No legal or tax advice is provided and nothing in this template or the related user interview shall be deemed to constitute the provision of legal or tax advice in relation to any fact or matter. Where necessary, specialist legal and tax advice should be sought together with input from group accounting functions prior to executing this agreement.