Simple Intercompany Agreement

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I. Introduction

This Simple Intercompany Agreement ("Agreement") is made effective as of December 1, 2050, by and between:

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

• DiaLight, a corporation duly organized under the laws of California, with its principal office located at Sacramento, CA 94203.

This Agreement outlines the terms and conditions under which [Your Company Name] and DiaLight will conduct intercompany transactions in order to facilitate mutual cooperation and streamline operations between the parties.

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II. Purpose

A. Objective of the Agreement

The purpose of this Agreement is to define the scope, terms, and conditions for transactions, services, or exchange of goods between [Your Company Name] and DiaLight for the effective and efficient operation of both organizations.

B. Scope

This Agreement governs all intercompany transactions between the parties, including but not limited to the exchange of goods, services, and any financial arrangements related to such exchanges.

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III. Responsibilities

A. [Your Company Name] Responsibilities

1. Provision of Goods and Services: [Your Company Name] agrees to provide goods and services to DiaLight as per the terms defined in individual contracts or orders.

2. Invoice and Billing: [Your Company Name] will issue accurate invoices to DiaLight for any goods or services rendered under this Agreement.

3. Compliance: [Your Company Name] will ensure that all transactions comply with relevant tax laws, accounting standards, and regulatory requirements.

B. DiaLight Responsibilities

1. Acceptance of Goods/Services: DiaLight will accept the goods and services provided by [Your Company Name] as outlined in specific agreements.

2. Payment: DiaLight agrees to pay invoices issued by [Your Company Name] within the specified payment terms.

3. Compliance: DiaLight will adhere to all internal policies and relevant legal obligations in the execution of the intercompany transactions under this Agreement.

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IV. Financial Terms

A. Pricing and Payment

1. Transfer Pricing: Both parties agree to apply fair and market-based pricing for the goods and services exchanged under this Agreement.

2. Payment Terms: Unless otherwise agreed in specific transaction agreements, all payments between the parties will be made within 30 days from the date of invoice.

3. Late Payments: Late payments may incur a fee of 2% per month or the maximum allowed by applicable law.

B. Invoicing

1. Issuance of Invoices: [Your Company Name] will issue detailed invoices for all goods or services provided under this Agreement.

2. Invoice Details: Each invoice will include the following details: description of goods or services, transaction date, total amount due, and applicable taxes.

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V. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, business-sensitive, or otherwise confidential information exchanged during the course of this Agreement. This obligation of confidentiality will remain in effect for 5 years after the termination of this Agreement.

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VI. Term and Termination

A. Duration

This Agreement shall begin on December 1, 2050, and shall continue until terminated by either party in accordance with the terms specified.

B. Termination for Convenience

Either party may terminate this Agreement at any time by providing 60 days' written notice to the other party.

C. Termination for Breach

If either party fails to comply with the terms of this Agreement, the non-breaching party may terminate this Agreement by providing 30 days' written notice of the breach and allowing the breaching party time to remedy the breach.

D. Post-Termination Obligations

Upon termination, both parties will fulfill any outstanding financial obligations, including the payment for any goods or services already provided.

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VII. Governing Law

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

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VIII. Dispute Resolution

In the event of any disputes arising from this Agreement, the parties agree to resolve the matter through negotiation. If the dispute cannot be resolved through negotiation, it will be settled by arbitration in California, under the rules of the American Arbitration Association.

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IX. Signatories

For [Your Company Name]:

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

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For DiaLight:

Name: Kitty Johns
Job Title: Chief Financial 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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