Professional Intercompany Services Agreement

PROFESSIONAL INTERCOMPANY SERVICES AGREEMENT

This Professional Intercompany Services Agreement ("Agreement") is entered into as of by and between Client Name: , a/an organized under the laws of with its principal place of business at (hereinafter "Client"), and Service Provider Name: , a/an organized under the laws of with its principal place of business at (hereinafter "Service Provider").

RECITALS

WHEREAS, Client and Service Provider are affiliated entities within the same consolidated corporate group and desire to allocate certain professional services among themselves on the terms set forth in this Agreement; and

WHEREAS, Service Provider has specialized personnel, systems, and expertise necessary to perform the Services described below and Client desires to utilize such Services for the efficient conduct of its business; and

WHEREAS, the parties intend that charges, allocations and performance under this Agreement comply with applicable transfer pricing principles, regulatory requirements and internal allocation policies.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party. "Control" means ownership of more than fifty percent (50%) of the voting interests or equivalent power to direct management.

1.2 "Services" means the professional services described in Section 2 and any related deliverables provided by Service Provider to Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services described in the scope below and in any Statements of Work executed under this Agreement. Services may include, without limitation, management, accounting, treasury, human resources, legal, tax, information technology, and procurement support as requested by Client.

2.2 Service Provider shall perform Services in a professional and workmanlike manner, in accordance with prevailing industry standards and applicable internal policies of the parties. Service Provider shall assign qualified personnel and shall be responsible for the supervision and direction of such personnel.

3. TERM

3.1 This Agreement commences on the Effective Date and continues for an initial term of unless earlier terminated in accordance with Section 13. Thereafter, this Agreement shall automatically renew for successive periods of unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES, ALLOCATION AND PAYMENT

4.1 Fees for Services shall be calculated in accordance with the agreed pricing methodology set forth in this Section and any applicable Statement of Work. The parties may agree to cost-plus, fixed fee, daily rate, or other allocation methods provided such methods are documented and applied consistently.

4.2 Invoicing and Payment. Service Provider shall submit monthly invoices to Client detailing hours, rates, expenses and any allocations, together with supporting documentation reasonably requested by Client. Client shall pay undisputed amounts within days of receipt. Disputed amounts shall be promptly reconciled and the undisputed portion shall be paid when due.

4.3 Currency; Taxes. Unless otherwise specified, fees are payable in . Each party is responsible for taxes imposed on it, other than taxes based on the other party's net income. If withholding taxes are required by law, Client shall withhold and remit such taxes and provide receipts.

5. CONFIDENTIALITY

5.1 Each party shall maintain in confidence and not disclose any Confidential Information received from the other party except as required by law or to its Affiliates, employees, agents and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. "Confidential Information" includes nonpublic business, technical, financial and strategic information.

5.2 Confidentiality obligations shall not apply to information that (a) is already known to the recipient without an obligation of confidentiality; (b) becomes generally available to the public through no breach of this Agreement; or (c) is rightfully received from a third party without restriction. Recipient must use reasonable measures to protect Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Preexisting Intellectual Property. Each party retains all right, title and interest in its preexisting intellectual property. No license, ownership interest or transfer of preexisting intellectual property is granted except as expressly set forth in this Agreement.

6.2 Work Product. Subject to any third-party rights, all deliverables and work product created specifically for Client in the performance of Services (the "Work Product") shall be owned by . To the extent ownership is not assigned, Service Provider hereby grants Client a perpetual, royalty-free, worldwide license to use such Work Product for Client's internal business purposes.

7. WARRANTIES AND DISCLAIMER

7.1 Service Provider represents and warrants that (a) it has the power and authority to enter into this Agreement; (b) Services will be performed in a professional and workmanlike manner; and (c) to its knowledge, the performance of Services will not infringe third party intellectual property rights.

7.2 EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7.1, ALL SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, fraud, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. Except as otherwise provided, aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

8.2 Indemnification. Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims resulting from the Indemnitor's breach of this Agreement, negligence, or willful misconduct, subject to the Indemnitee's prompt notification and reasonable cooperation in the defense.

9. INSURANCE

9.1 During the term of this Agreement, each party shall maintain insurance customary for its business operations, including commercial general liability and professional liability coverage, in amounts reasonable and customary for the Services provided.

10. COMPLIANCE WITH LAWS

Each party shall perform its obligations in accordance with all applicable laws, rules and regulations, including but not limited to data protection, export control and tax laws. Each party shall obtain and maintain any licenses and permits required to perform its obligations hereunder.

11. RECORDS AND AUDIT

11.1 Service Provider shall maintain complete and accurate records of Services performed and fees billed. Upon reasonable prior notice and during normal business hours, Client shall have the right to audit records directly relevant to fees and allocations under this Agreement, provided such audits occur no more than once per calendar year unless reasonable cause exists.

12. TERMINATION

12.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Either party may terminate for insolvency or bankruptcy by the other party upon written notice.

13. EFFECT OF TERMINATION

13.1 Upon termination, Service Provider shall cease performance of Services and shall deliver to Client all Work Product and any Client Confidential Information. Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination, subject to any applicable setoffs for proven breaches.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

15. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement to a third party without the other's prior written consent, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes all obligations hereunder.

16. AMENDMENTS AND WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver, and any waiver must be in writing to be effective.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

18. ENTIRE AGREEMENT; SEVERABILITY

18.1 This Agreement, together with any Statements of Work, exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

18.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

19. COUNTERPARTS

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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

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