Business Group Structure

BUSINESS GROUP STRUCTURE

Parties

Recitals

WHEREAS, Parent Company represents that it directly or indirectly controls, holds ownership interests in, or otherwise manages a number of affiliated entities (collectively, the Group) and maintains centralized management, financial reporting, and shared service arrangements for those entities;

WHEREAS, Counterparty requires a formal statement of the Group composition, ownership percentages, reporting lines and any shared service obligations for purposes of corporate governance, due diligence and transactional documentation; and

WHEREAS, the parties wish to set forth the Group structure, the scope of services or centralised functions provided by Parent to the Group (if any), payment arrangements for those services, and the parties' respective obligations with respect to changes in the Group structure.

Group Entities and Ownership

The Parent Company shall identify each entity that is part of the Group and specify the jurisdiction of formation, entity type and the Parent Company's ownership percentage. Provide a complete list below. Each listed entity is represented to be in good standing in its jurisdiction unless otherwise noted.

Scope of Work

The Parent Company shall provide or document the following centralized management, administrative, financial or operational functions to the Group. Specify the nature, frequency and deliverables of those services in the space below. The parties acknowledge that the scope may include, without limitation, consolidated financial reporting, treasury services, tax compliance coordination, procurement oversight, human resources administration, and IT infrastructure support.

Payment Terms

In consideration for the services described above, Counterparty shall pay Parent Company in accordance with the terms set forth below. All monetary amounts are in the currency indicated by the parties and exclusive of applicable taxes unless otherwise stated.

Payment is due within days of receipt of a correct invoice. Overdue amounts shall bear interest at the lesser of the rate agreed below or the maximum rate permitted by applicable law.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein. Either party may terminate this Agreement as set forth below.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. In addition, either party may terminate without cause upon prior written notice to the other party.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as required by law or to those employees, advisors or affiliates who have a need to know and who are bound by obligations of confidentiality no less protective than those contained herein. Confidential Information includes, without limitation, non-public financial information, ownership structures, internal reports, and pricing or fee arrangements.

The confidentiality obligations in this section shall survive termination of this Agreement for a period of from the date of termination, except as to trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Change in Structure; Notices

Parent Company shall notify Counterparty in writing of any change in ownership or control of any material Group member or any disposition that would reduce Parent Company's ownership percentage below that stated in the Group Entities section. Such notice shall be delivered no later than after the occurrence of the change.

Representations, Warranties and Covenants

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement, when executed and delivered, shall constitute a valid and binding obligation enforceable in accordance with its terms. Parent Company further represents that the Group Entities list is true, complete and accurate to the best of its knowledge as of the Start Date.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement by negotiation; if negotiation fails, the parties may pursue any remedy available at law or equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any written attachments or schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements. No amendment or waiver shall be effective unless executed in writing by authorized representatives of both parties.

Sign Now