Shared Services Intercompany Agreement
I. Introduction
This Shared Services Intercompany Agreement ("Agreement") is entered into as of December 5, 2050, by and between:
[Your Company Name], a corporation duly organized under the laws of Colorado, with its principal office located at [Your Company Address], and
Envexa, a corporation duly organized under the laws of Colorado, with its principal office located at Colorado Springs, CO 80901.
The purpose of this Agreement is to define the terms and conditions under which [Your Company Name] will provide shared services to Envexa, facilitating operational efficiency and cost-effectiveness between the two entities.
II. Purpose
A. Objective of the Agreement
The objective of this Agreement is to establish the framework for [Your Company Name] to provide certain shared services to Envexa on a cost-efficient, transparent, and consistent basis.
B. Scope of Services
The services covered under this Agreement include, but are not limited to:
Administrative services (e.g., finance, human resources, and legal support).
IT services (e.g., infrastructure, system management, IT support).
Procurement and supply chain management.
Marketing, communications, and branding support.
Facilities management and other operational support services.
III. Services and Fees
A. Service Provision
[Your Company Name] will provide the shared services as agreed upon in this Agreement and any future amendments. Services will be rendered by the personnel or systems of [Your Company Name] and will be designed to meet the operational needs of Envexa.
[Your Company Name] agrees to provide these services in a timely and efficient manner, maintaining high standards of quality and service.
B. Service Fees and Billing
Cost Structure: The cost of services provided will be calculated based on the actual costs incurred by [Your Company Name], including both direct and indirect costs, plus an agreed-upon markup for administrative overhead.
Markup: A 10% markup will be applied to the total cost of services provided to Envexa, which covers overhead and administrative expenses.
Invoicing: [Your Company Name] will issue invoices to Envexa on a monthly basis, detailing the services provided and the associated costs, including the markup.
Payment Terms: Invoices are due within 30 days of receipt. Any late payments will be subject to a 2% monthly interest fee or the maximum allowable rate under applicable law, whichever is less.
IV. Responsibilities of the Parties
A. [Your Company Name] Responsibilities
Service Delivery: [Your Company Name] will ensure the provision of shared services according to the specifications and schedules set forth in this Agreement.
Quality Control: [Your Company Name] will maintain the quality and timeliness of services rendered, ensuring that all services are in line with industry standards.
Reporting: [Your Company Name] will provide detailed reports on services rendered upon request, including the costs and timeframes associated with each service provided.
B. Envexa Responsibilities
Service Requests: Envexa will submit requests for shared services in a timely manner, ensuring that [Your Company Name] has sufficient information to fulfill such requests.
Payments: Envexa agrees to pay all invoices issued by [Your Company Name] in accordance with the payment terms specified in this Agreement.
Communication: Envexa will designate a primary contact person for communication regarding the services provided and will inform [Your Company Name] of any changes in requirements or priorities in a timely manner.
V. Confidentiality
A. Confidential Information
Both parties acknowledge that during the course of this Agreement, confidential or proprietary information may be exchanged. Both parties agree to keep all such information confidential and not disclose it to third parties without prior written consent, except where required by law.
B. Duration of Confidentiality Obligation
The confidentiality obligations will remain in effect for a period of 5 years following the termination of this Agreement.
VI. Term and Termination
A. Term
This Agreement shall begin on December 5, 2050, and shall remain in effect until terminated by either party as outlined in the termination provisions of this Agreement.
B. Termination for Convenience
Either party may terminate this Agreement for any reason by providing 60 days’ written notice to the other party.
C. Termination for Breach
In the event of a material breach by either party, the non-breaching party may terminate the Agreement by providing written notice, with the breaching party being given a period of 30 days to remedy the breach.
VII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Colorado, without regard to its conflict of law principles.
VIII. Dispute Resolution
In the event of any dispute or claim arising from this Agreement, the parties agree to first attempt resolution through good faith discussions. If the dispute cannot be resolved informally, the dispute will be resolved through binding arbitration in Colorado, under the rules of the American Arbitration Association.
IX. Force Majeure
Neither party shall be held liable for any delay or failure in the performance of any part of this Agreement if such delay or failure is caused by events beyond the reasonable control of the party, including but not limited to natural disasters, acts of government, or labor strikes.
X. Signatories
For [Your Company Name]:
Name: [Your Name]
Job Title: Chief Services Officer
Date: December 5, 2050
For Envexa:
Name: Jasen Gaylord
Job Title: Chief Operating Officer
Date: December 5, 2050
For any inquiries or further clarification, please contact [Your Name] at [Your Email] or [Your Company Email].
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