INTERCOMPANY AGREEMENT TEMPLATE:

SERVICES AGREEMENT
Template dated: 17 October 2013
Purpose and scope
This template has made available by LCN Legal Limited to help corporate groups and their advisers to put in
place intercompany agreements to support their transfer pricing compliance. It is not suitable for documenting
commercial relationships between unconnected undertakings.
This template is written in general terms and its application to specific situations will depend on the particular
circumstances involved. While it aims to set out terms which may commonly be used for intra group
transactions, it does not purport to address every issue which parties could or should raise. What is
appropriate in any particular case will depend on a variety of factors, including the functional analysis, the
ownership of assets, the intended allocation of risk, the ability of the contracting parties to bear those risks,
and any other contractual terms which form part of the chain of supply both internally and externally.
Structure
This template is structured as a contract schedule with standard terms. The standard terms are intended to be
amended as necessary and adopted by the relevant group as governing the particular type of relationship
generally. Separate contract schedules may then be entered into on a bilateral basis between counterparties
within the relevant group.
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INTERCOMPANY SERVICES AGREEMENT

PARTIES:
Supplier:

Full company name: UAB Oberlo

Country of incorporation:
Company registration number:
Address:

Customer:

Full company name: Shopify

Country of incorporation:
Company registration number:
Address:

AGREEMENT:
This Agreement sets out the terms for the provision of the Services by the Supplier to the Customer with effect
from the Start Date.

1.

START DATE: [Insert date]

2.

END DATE: [Insert date if applicable]

3.

TERMINATION NOTICE PERIOD: Not less than [3 months] [to take effect as at the end of a Financial
Year].

4.

FINANCIAL YEAR: From the Start Date until [

5.

THE SERVICES:

] and each successive period of 12 months.

5.1. [Description of Service 1]

Cost Key: [Cost plus [ ]%]
[Allocation Key]: Turnover / Headcount etc

5.2. [Description of Service 2]

Cost Key: ]Cost plus [ ]%]
[Allocation Key]: Turnover / Headcount etc
6.

OWNER OF IP PRODUCED IN PERFORMING THE SERVICES (IP OWNER): [The Supplier] (see
clause 3 of the Standard Terms attached).

7.

FEES: The Fees for the Services will be calculated as the aggregate Cost incurred by the Supplier in
providing (i) the relevant Services to Customer, and (ii) the same or similar services to other affiliates of
the Supplier, and:
(a)
applying the mark-up referred to above under the heading "Cost key" for the relevant Services;
and
(b)
allocating to the Customer the relevant proportion of that overall cost as specified above under
the heading "Allocation key".
Third party costs specifically incurred on behalf of the Customer will be recharged at cost.

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8.

PAYMENT: The Fees will be invoiced [quarterly] in arrears and paid within [60 days of the last day of
the period to which the Fees relate]. The Fees may be settled through the setting off of intra-group
accounts if the parties so agree.
[Insert any relevant provisions concerning periodic invoicing based on estimated amounts, with annual
reconciliation following the end of each Financial Year].
Unless otherwise agreed, all payments under this Agreement shall be made in [currency]

9.

INTEREST ON LATE PAYMENTS: Interest at the rate of [2]% per annum above the base rate from
time to time of the Bank of England will accrue on any overdue amounts, and will be compounded
[annually].

10.

LIABILITY LIMITATION LEVEL: The liability of the Supplier to the Customer under or in connection
with this Agreement will be limited to the amount of the Fees payable by that Customer in respect of the
relevant Services.

11.

SPECIAL TERMS: [None]

12.

INCORPORATION OF STANDARD TERMS: This Agreement shall be deemed to incorporate the

Standard Terms for the Provision of Intercompany Services attached.

13.

ENTIRE AGREEMENT: This Agreement, together with the Standard Terms referred to above,
constitutes the whole agreement in respect of the services referred to above.

SIGNATURES:

(1) Signed for and on behalf of the SUPPLIER

Signature:
Full name of Signatory:
Position / job title:
Date of actual signature:

(2) Signed for and on behalf of the CUSTOMER

Signature:
Full name of Signatory:
Position / job title:
Date of actual signature:

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STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF INTERCOMPANY SERVICES

1. INTERPRETATION
1.1. In these Standard Terms unless the context requires otherwise:
"Agreement" means the agreement between the Supplier and the Customer comprising the Contract
Schedule and these Standard Terms;
"Contract Schedule" means a schedule signed by the Supplier and the Customer which incorporates
these Standard Terms;
"Cost" means the cost incurred by the Supplier in providing the Services,

including without limitation: salaries relating to the personnel (apportioned to the amount of
work dedicated wholly or mainly to the provision of the relevant Services), travelling expenses
of such personnel, professional fees, depreciation charges and rent (in the event that a
specific area or office is dedicated wholly or mainly to the provision of the relevant Services);
and
excluding Shareholder Costs, interest, penalties, income taxes, goodwill and other nonoperating expenses;

"Intellectual Property" includes any know-how, patents, database rights, design rights, trade marks or
copyright, and any other intellectual property rights existing anywhere in the world;
"Shareholder Costs" means all costs relating to the provision of services for the benefit of the
Customer's parent undertaking(s), such as group audit, shareholder relations and consolidations, and
any other services from which the Customer does not derive a benefit; and
"VAT" means value added tax.
1.2. Words and expressions defined in the relevant Contract Schedule have the same meanings in these
Standard Terms.
1.3. If there is any conflict between the Contract Schedule and these Standard Terms, the terms of the
Contract Schedule shall prevail.
2. THE SERVICES
2.1. The Supplier shall supply the Services to the Customer from the Start Date until the Agreement
expires on the End Date (if applicable) or is terminated in accordance with clause 6.
2.2. The Supplier shall perform the Services with reasonable skill and care.
2.3. The Supplier shall maintain records of all work carried out in connection with the Services and shall
supply these to the Customer upon reasonable request.
3. INTELLECTUAL PROPERTY
3.1. Where the Customer is shown in the Contract Schedule as the "IP Owner":
3.1.1.the Supplier hereby assigns to the Customer the whole of the Supplier's rights past, present and
future in all Intellectual Property created in the course of performing the Services;
3.1.2.the Supplier shall use all reasonable endeavours to procure that all moral rights in that
Intellectual Property are waived; and
3.1.3.the Supplier shall, at the Customer's expense, execute such documents, and do such acts and
things as the Customer may require to vest that Intellectual Property in the Customer.
3.2. Where the Supplier is shown in the Contract Schedule as the "IP Owner":

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3.2.1.the Supplier will retain all rights in the Intellectual Property created in the course of performing
the Services; and
3.2.2.the Supplier grants to the Customer a non-exclusive non-transferable licence to use that
Intellectual Property solely for its own internal business purposes.
4. FEES AND PAYMENT
4.1. The Customer shall pay the Fees to the Supplier, in accordance with the provisions of the relevant
Contract Schedule and this clause 4.
4.2. Where an Allocation Key is specified in the Contract Schedule, then the relevant Cost shall be
allocated as between the Customer and the other Customers of the Services or similar services pro
rata to the average of the relevant measure during the relevant Financial Year.
4.3. The Fees are exclusive of VAT which (if applicable) shall be paid by the Customer to the Supplier in
addition to the Fees.
5. LIABILITY
Where permitted by law, the Supplier's liability under or in connection with the Agreement shall be limited
to the Liability Limitation Level.
6. TERMINATION
6.1. Either party may terminate the Agreement by giving written notice to the other party being not less
than the Termination Notice Period set out in the Contract Schedule.
6.2. Either party may terminate the Agreement with immediate effect by notice in writing to the other party
(the "Defaulting Party") in the following circumstances:
6.2.1.if the Defaulting Party materially breaches the Agreement and has not remedied the breach
within 60 days after written notice is given to the Defaulting Party specifying the breach; or
6.2.2.if any order is made or resolution passed for the winding up of the Defaulting Party, an
administrator or receiver is appointed, a winding-up order is made or if the Defaulting Party
takes or suffers any similar or analogous action in consequence of debt.
7. CONSEQUENCES OF TERMINATION
Neither party shall be required to pay any compensation to the other party in connection with the expiry or
termination of the Agreement for whatever reason. This does not affect the parties' accrued rights and
obligations as at the date of expiry or termination.
8. DATA PROTECTION
The parties shall at all times in the performance of the Agreement comply with all applicable laws
concerning the protection of personal data.
9. ENTIRE AGREEMENT
9.1. These Standard Terms and the Contract Schedule constitute the entire agreement of the parties and
supersede all prior agreements and understandings between the parties in connection with its
subject matter.
9.2. Any representation, warranty or undertaking implied by law or by custom is expressly excluded.
9.3. Nothing in the Agreement operates to exclude any liability for fraud.
10. APPLICABLE LAW AND JURISDICTION
The Agreement shall be governed by the laws of England and Wales and shall be subject to the nonexclusive jurisdiction of the English courts.

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