Are electronic signatures valid?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.

Do I need a notary or witness?

Most commercial intercompany services agreements do not require notarization or witnesses. Check state rules if the agreement transfers real property rights or creates powers of attorney.

What about transfer pricing documentation?

Document the pricing method, supporting calculations, and commercial rationale in contemporaneous files to reduce audit risk and support tax positions.

Can a subsidiary sign for the parent?

No. Each legal entity must be signed by an authorized officer or agent with delegated authority; use corporate resolutions where delegation is not apparent.

How long should we keep the agreement?

Retain for the active term plus a minimum of 3 years; keep longer where tax, HIPAA (6 years), or other rules require extended retention.

What if terms change after signing?

Use written amendments signed by authorized representatives. Document the effective date of each amendment and update internal systems and invoices accordingly.

Electronic Signature
Templates
Legal
InterCompany Professional Services Agreement

InterCompany Professional Services Agreement

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INTERCOMPANY PROFESSIONAL SERVICES AGREEMENT

This InterCompany Professional Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , an entity formed under the laws of with its principal place of business at (hereinafter "Service Provider"), and Receiving Company Name: , an entity formed under the laws of with its principal place of business at (hereinafter "Recipient"). Service Provider and Recipient may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider has the capability and expertise to provide the professional services described in this Agreement; and

WHEREAS, Recipient desires to obtain such professional services from Service Provider and Service Provider is willing to provide such services to Recipient on the terms and conditions set forth herein; and

WHEREAS, the Parties are affiliated companies and intend for the performance and payment obligations set forth in this Agreement to be performed between them in accordance with applicable internal transfer pricing policies and corporate controls.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Service Provider as described in Section 2 and further detailed in the Scope of Services. 1.2 "Deliverables" means any tangible or intangible work product, reports, software, documentation or other items delivered to Recipient in connection with the Services. 1.3 Terms not otherwise defined herein shall have the meanings customarily ascribed to them in similar commercial service agreements.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall provide the Services described below and in the attached Scope of Services. The Parties acknowledge that the Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Primary Scope of Services Service Levels / Deliverables

3. TERM

3.1 Term. The term of this Agreement shall commence on Term Start Date: and shall continue until Term End Date: unless earlier terminated in accordance with Section 12.

Renewal Terms

4. FEES AND PAYMENT

4.1 Fees. Recipient shall pay Service Provider the fees set forth in this Section and any applicable fee schedule. Fees shall be determined in accordance with the Fee Structure described below and in any annexed statement of work.

Fee Structure Payment Terms Currency

5. INVOICING; EXPENSES

Invoice Frequency Standard Payment Period Payment Account or Internal Charge Code Expense Reimbursement

6. CONFIDENTIALITY

6.1 Each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party. "Confidential Information" means any non-public information disclosed by a Party that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. 6.2 The obligations under this Section shall continue for Confidentiality Term: following termination or expiration of this Agreement, except for information that is or becomes publicly available other than through breach of this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided in this Agreement, each Party shall retain ownership of its pre-existing intellectual property. Subject to Recipient's payment of all fees due hereunder, ownership of all Deliverables produced specifically for Recipient under this Agreement shall vest in: . 7.2 License. To the extent Service Provider retains rights in any pre-existing materials incorporated in the Deliverables, Service Provider hereby grants Recipient a non-exclusive, royalty-free, worldwide license to use such materials solely as necessary to use the Deliverables for Recipient's internal business purposes. Any license-back or other exceptions shall be described here:

8. DATA PROTECTION

Data Processing

9. WARRANTIES; DISCLAIMER

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. 9.2 EXCEPT AS PROVIDED IN SECTION 9.1, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

10. LIABILITY; INDEMNIFICATION

10.1 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, each Party's aggregate liability under this Agreement shall not exceed Liability Cap: . 10.2 Consequential Damages. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Indemnification

11. INSURANCE

Insurance Requirements

12. TERMINATION

12.1 Either Party may terminate this Agreement upon material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach. 12.2 Either Party may terminate this Agreement without cause upon Termination Notice: days' prior written notice. 12.3 Upon termination, Recipient shall pay Service Provider for Services performed and expenses incurred through the effective date of termination in accordance with Section 4.

13. NOTICES

13.1 All notices, consents or other communications required or permitted hereunder shall be in writing and shall be deemed delivered when delivered by hand, by nationally recognized overnight courier, or by certified mail return receipt requested to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section.

Service Provider Notice Contact Recipient Notice Contact

14. GOVERNING LAW; MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any exhibits and statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, representations and understandings, whether oral or written.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

14.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

14.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

Service Provider:

By:

Date:

Recipient:

By:

Date:

What the InterCompany Professional Services Agreement Is

An InterCompany Professional Services Agreement is a written contract used when two related corporate entities (for example, a parent company and a subsidiary, or two affiliates within the same corporate group) exchange professional services such as management, IT, legal, finance, or advisory support. The document spells out scope of work, pricing or transfer pricing mechanics, invoicing and payment terms, service levels, intellectual property ownership, confidentiality obligations, insurance requirements, indemnities, termination rights, and dispute resolution. Properly drafted intercompany agreements help allocate responsibilities and document the commercial rationale behind intra-group charges for tax and compliance purposes.

Why an InterCompany Professional Services Agreement Matters

Use this agreement to document the commercial terms and legal framework for services exchanged between related entities. It supports transfer pricing documentation, reduces intercompany disputes, clarifies liability and IP ownership, and provides an auditable record for tax and regulatory reviews.

Who typically prepares and signs these agreements

Final approval commonly requires signatory authority from an officer or authorized representative of each entity; internal delegation rules determine who may sign on behalf of each company.

Corporate Legal — drafts clauses on liability, IP, confidentiality, and governing law.
Tax and Transfer Pricing — documents the pricing method and commercial rationale for intra-group charges.
Finance / Accounts Payable — sets invoicing, payment, and intercompany reconciliation procedures.

Core elements to include in the agreement

A clear, consistent structure makes the agreement useful for operations and audit. The clauses below are standard; adapt them where industry rules, regulatory standards, or corporate policy require.

Scope of Services

Define services precisely, deliverables, schedules, and any acceptance criteria to avoid ambiguity in intra-group billing.

Pricing & Billing

Specify rates, cost allocation method or transfer pricing approach, invoicing intervals, currency, and reimbursement mechanics.

Term & Termination

State effective date, contract term, renewal provisions, and termination rights including for convenience and material breach.

Intellectual Property

Allocate ownership or license rights for work product, background IP, and deliverables created under the engagement.

Confidentiality & Data

Include nondisclosure obligations, data handling standards, and cross-border data transfer considerations if applicable.

Liability & Indemnities

Limitations of liability, indemnity scope, insurance requirements, and procedures for claim handling.

Step-by-step: completing the InterCompany Professional Services Agreement

Follow these sequential steps to draft, approve, and execute the agreement with internal controls and recordkeeping in mind.

01

Draft Core Terms: Assemble scope, pricing, and term in a working draft for internal review.
02

Tax & Finance Review: Obtain transfer pricing and tax clearance to document arm’s-length rationale.
03

Legal Review: Have corporate counsel check clauses for liability, IP, and governing law.
04

Execution & Record: Sign by authorized officers, record in contract repository, and notify AP/AR for invoicing.

Where to send, file, and log the executed agreement

Execution is followed by routing to operational and compliance systems so the parties can act on the services and payments.

Company Contract Repository: Upload the fully executed PDF and index metadata for search and auditability.
Finance Systems: Share pricing and billing terms with AP/AR and set up intercompany billing codes.
Tax Documentation Files: Add the agreement to transfer pricing documentation and global tax files for audits.
Operational Teams: Provide SOWs and contact points to teams delivering and receiving services.

Digital workflow settings for online completion

Configure the signing workflow to match the internal approval order and authentication level required for company policies.

Field	Configuration
Signer Order	Specify sequential or parallel signing per corporate delegation.
Authentication	Use email + SMS code for routine signings; add KBA or advanced auth for high-risk transactions.
Document Versioning	Lock the final PDF before signature and keep previous drafts archived.
Audit Trail	Capture timestamps, IP, and signer attribution for compliance and recordkeeping.

Technical and compliance considerations for e-signing

Ensure vendor security certifications and BAAs (if healthcare data are involved) are in place before e-signature workflows go live.

Authentication Options: Email link, SMS two-factor, KBA, or SSO depending on risk.
Document Formats: Accept PDF and DOCX to preserve formatting and embedded fields.
Integration Needs: Integrate with systems such as NetSuite, Salesforce, or Google Workspace for automated routing.

Sample eSignature vendor comparison for InterCompany agreements

Basic pricing and capability differences across common eSignature vendors are summarized below. signNow is listed first per platform comparison convention.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Key risks and penalties for incorrect or missing agreements

Tax Adjustment: Income reallocation and penalties

Withholding Risk: Backup withholding if TIN issues

Contract Voidance: Enforceability disputes

Regulatory Scrutiny: Audit exposure and documentation requests

Inefficient Billing: Delays and reconciliation backlogs

Data Exposure: Noncompliant data transfers

Common preparation mistakes to avoid

Using vague service descriptions that leave deliverables and acceptance criteria undefined, which leads to disputes and invoice rejection.
Failing to document the transfer pricing method and support, increasing the risk of tax adjustments during audits.
Omitting authorized signatory verification or corporate resolutions, which can render signatures invalid for one party.
Not aligning the agreement with operational billing processes, resulting in payment delays, duplicate invoices, or reconciliation mismatches.

Security and compliance controls to require from an eSignature vendor

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Comprehensive event logs and timestamps

Certifications: SOC 2 Type II and ISO 27001 available

HIPAA Support: BAA available for PHI processing

21 CFR Part 11: Controls for FDA-regulated records

Accessibility: WCAG 2.0 Level AA compliance

Practical tips for accurate and efficient completion

Adopt these practices to reduce risk and administrative overhead when implementing intercompany services agreements.

Standardize Templates

Use a single approved template with modular exhibits for scope and pricing to speed review and reduce drafting errors.

Centralize Repository

Store executed agreements in a searchable contract management system with metadata for entity, term, and cost center.

Coordinate Tax Review

Obtain transfer pricing sign-off before execution to ensure documentation supports intercompany charges.

Use Digital Signatures

Choose an eSignature platform with strong audit trails and vendor security certifications to support evidence collection.

Practical examples of how companies use an InterCompany Professional Services Agreement

The scenarios below illustrate common intra-group arrangements and how contracts document responsibilities and charges.

Shared IT Services

A parent company provides centralized IT operations and helpdesk support to subsidiaries to reduce duplication.

Billing uses a cost-plus method with monthly invoices and SLAs.
The agreement includes an exhibit listing supported services, response time targets, and a pricing appendix that tax and finance use for transfer pricing documentation.

Group Legal Support

One affiliate’s legal department handles corporate filings and compliance work for sister companies.

Services are billed hourly with quarterly allocation reconciliations.
The contract specifies confidentiality protections, an IP carve-out for client matters, and escalation paths for fee disputes.

Timing considerations and key dates to track

Keep these dates in mind when negotiating and executing the agreement to maintain compliance and operational rhythm.

Effective Date:

Date when services and obligations begin; use MM/DD/YYYY format.

Billing Cycle:

Specify monthly, quarterly, or milestone billing and invoice due dates.

Renewal Notice:

Define the advance notice period required for automatic renewal or nonrenewal.

Record Retention:

Mark retention review dates aligned with tax and regulatory requirements.

Audit Windows:

Allow reasonable access periods for internal or external auditors to review performance and invoices.

Frequently asked questions about InterCompany Professional Services Agreements

Answers to common questions about enforceability, signatures, and administrative steps when implementing intercompany services.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.
Do I need a notary or witness?
Most commercial intercompany services agreements do not require notarization or witnesses. Check state rules if the agreement transfers real property rights or creates powers of attorney.
What about transfer pricing documentation?
Document the pricing method, supporting calculations, and commercial rationale in contemporaneous files to reduce audit risk and support tax positions.
Can a subsidiary sign for the parent?
No. Each legal entity must be signed by an authorized officer or agent with delegated authority; use corporate resolutions where delegation is not apparent.
How long should we keep the agreement?
Retain for the active term plus a minimum of 3 years; keep longer where tax, HIPAA (6 years), or other rules require extended retention.
What if terms change after signing?
Use written amendments signed by authorized representatives. Document the effective date of each amendment and update internal systems and invoices accordingly.

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