Intercompany Transactions Agreement

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I. Introduction

This Intercompany Transactions Agreement ("Agreement") is entered into on December 1, 2050, by and between:

• [Your Company Name], a corporation duly organized under the laws of New Mexico, with its principal office located at [Your Company Address], and

• Venturex, a corporation duly organized under the laws of New Mexico, with its principal office located at Albuquerque, NM 87101.

This Agreement establishes the terms and conditions under which [Your Company Name] and Venturex will manage intercompany transactions to facilitate the exchange of goods, services, and financial arrangements.

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II. Objectives of the Agreement

A. Purpose of the Agreement

The purpose of this Agreement is to define the terms under which [Your Company Name] and Venturex will engage in intercompany transactions to support ongoing business operations, ensure compliance with tax and accounting regulations, and manage the exchange of resources between the parties effectively.

B. Scope of the Agreement

This Agreement applies to all intercompany transactions that involve the provision of goods, services, or financial exchanges between [Your Company Name] and Venturex as necessary for the proper functioning of both organizations.

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III. Responsibilities and Duties

A. [Your Company Name] Responsibilities

1. Provision of Goods and Services: [Your Company Name] agrees to provide goods, services, or other resources to Venturex as specified in individual project agreements, purchase orders, or service contracts.

2. Accurate Billing: [Your Company Name] will ensure that all intercompany transactions are billed accurately and in compliance with applicable accounting standards, including proper invoicing and documentation.

3. Payment Terms: Payment terms for all intercompany transactions will be set out in individual transaction agreements. The standard payment period will be 30 days from the date of invoice, unless otherwise agreed.

B. Venturex Responsibilities

1. Receipt and Acceptance of Goods/Services: Venturex will receive and accept the goods or services provided by [Your Company Name] in accordance with the terms specified in the relevant agreements.

2. Payment for Goods and Services: Venturex agrees to pay for the goods or services provided by [Your Company Name] in a timely manner according to the payment terms specified.

3. Internal Documentation and Record-Keeping: Venturex will maintain accurate records of all intercompany transactions, including invoices, receipts, and proof of payment, to ensure compliance with tax and legal obligations.

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IV. Financial Arrangements

A. Pricing Structure

1. Transfer Pricing: Both parties agree to apply transfer pricing methods in accordance with applicable tax laws, including arm’s length pricing for goods and services exchanged.

2. Market-Based Pricing: The pricing for goods and services provided between the parties will be based on market rates or as otherwise mutually agreed in writing.

3. Adjustment of Prices: Prices may be adjusted periodically to reflect changes in market conditions, cost structures, or other agreed-upon factors.

B. Invoicing and Payment

1. Invoice Issuance: [Your Company Name] shall issue invoices to Venturex for any intercompany transactions. Invoices must include all necessary details, including transaction amounts, descriptions of goods or services provided, and any applicable taxes.

2. Payment Schedule: Payments will be due 30 days after the invoice date, unless otherwise agreed upon in specific instances or project agreements.

3. Late Payments: Any late payments will incur a late fee of 2% per month on the outstanding amount, or the maximum allowable under applicable law.

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V. Compliance and Documentation

A. Tax Compliance

Both parties agree to comply with all applicable local, state, and federal tax laws, including any reporting and withholding requirements related to intercompany transactions. Both parties will ensure that all relevant documentation is maintained and available for audit purposes.

B. Documentation of Transactions

1. Transaction Records: Each party will maintain records of all intercompany transactions for a minimum of 7 years, in accordance with applicable tax and legal requirements.

2. Audit Rights: Both parties agree to allow audits by authorized representatives to ensure compliance with the terms of this Agreement, applicable laws, and accounting standards.

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VI. Confidentiality and Data Protection

A. Confidential Information

Both parties agree to keep confidential any proprietary, business-sensitive, or otherwise confidential information that is exchanged as part of this Agreement. This obligation of confidentiality shall remain in effect for 5 years following the termination of this Agreement.

B. Data Protection

Both parties agree to comply with applicable data protection regulations, ensuring that personal data and business-sensitive information exchanged as part of this Agreement is handled securely and in compliance with applicable laws.

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VII. Term and Termination

A. Duration of the Agreement

This Agreement shall remain in effect from December 1, 2050, until terminated by either party in accordance with the terms outlined in this section.

B. Termination for Convenience

Either party may terminate this Agreement by providing written notice to the other party at least 60 days in advance of the desired termination date.

C. Termination for Breach

1. In the event of a material breach of this Agreement, the non-breaching party may terminate the Agreement immediately by providing written notice.

2. Upon termination for breach, both parties will continue to honor any outstanding financial obligations, including payment for goods or services already provided.

D. Post-Termination Obligations

Both parties agree to settle any outstanding transactions or obligations within 30 days following the termination of this Agreement.

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VIII. Dispute Resolution

1. Negotiation: In the event of any disputes arising from this Agreement, both parties agree to first attempt to resolve the matter through informal negotiation.

2. Arbitration: If a dispute cannot be resolved through negotiation, the parties agree to submit the dispute to arbitration in New Mexico, under the rules of the American Arbitration Association.

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IX. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New Mexico, without regard to its conflict of law provisions.

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X. Signatories

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Financial Officer
Date: December 1, 2050

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For Venturex:

Name: Emie Howell
Job Title: Chief Operating Officer
Date: December 1, 2050

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For any inquiries or further clarification, please contact [Your Name] at [Your Email] or [Your Company Email].

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