Cost Plus Intercompany Agreement

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I. Introduction

This Cost Plus 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 California, with its principal office located at [Your Company Address], and

• InnoSpecs, a corporation duly organized under the laws of California, with its principal office located at Long Beach, CA 90801.

The purpose of this Agreement is to outline the terms and conditions under which [Your Company Name] and InnoSpecs will engage in intercompany transactions based on a cost-plus pricing model. Both parties agree to the terms outlined herein to facilitate the smooth execution of their business relationship.

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II. Purpose

A. Objective of the Agreement

The objective of this Agreement is to establish the framework for [Your Company Name] to provide certain services or goods to InnoSpecs based on the cost incurred by [Your Company Name] for providing such services or goods, plus an agreed-upon markup as compensation.

B. Scope

This Agreement covers all transactions where [Your Company Name] provides services or goods to InnoSpecs, including but not limited to the following:

• Provision of goods, raw materials, or finished products.

• Provision of operational or administrative services.

• Supply of intellectual property rights, software, or technology.

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III. Pricing Structure

A. Cost Calculation

1. Direct Costs: The direct costs incurred by [Your Company Name] in providing the goods or services to InnoSpecs will be calculated as the total expenses directly associated with the production, supply, or delivery of the agreed-upon items, including but not limited to materials, labor, and transportation.

2. Indirect Costs: Indirect costs, including overhead, administrative costs, and other general expenses incurred by [Your Company Name] in the performance of its services, will be included in the total cost base.

B. Markup Percentage

1. Markup on Cost: [Your Company Name] shall apply a 15% markup to the total cost incurred in providing the goods or services to InnoSpecs. The markup shall cover overheads, profit margin, and any other contingencies as agreed upon.

2. Invoice Total: The total invoiced amount will be the sum of the direct and indirect costs, plus the agreed markup.

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IV. Responsibilities

A. [Your Company Name] Responsibilities

1. Provision of Goods and Services: [Your Company Name] agrees to provide the goods or services to InnoSpecs as described in individual agreements or contracts between the parties.

2. Cost Reporting: [Your Company Name] will maintain detailed records of all costs associated with providing goods or services under this Agreement. These records will be made available to InnoSpecs upon request for review or audit purposes.

3. Invoice Submission: [Your Company Name] will issue detailed invoices, specifying the breakdown of costs and the markup applied.

B. InnoSpecs Responsibilities

1. Acceptance of Goods/Services: InnoSpecs agrees to accept the goods or services provided by [Your Company Name] as per the specifications and terms outlined in the individual agreements.

2. Payment: InnoSpecs agrees to pay the invoices issued by [Your Company Name] within 30 days from the date of receipt, unless otherwise agreed.

3. Review of Costs: InnoSpecs may request a review of the cost breakdown from [Your Company Name], but such requests must be made in writing and within 15 days from receiving the invoice.

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V. Payment Terms

A. Invoice and Payment

1. Invoicing: [Your Company Name] will issue an invoice for each transaction or batch of transactions, clearly detailing the direct and indirect costs incurred, as well as the markup applied.

2. Payment Terms: Payments for invoices shall be made by InnoSpecs within 30 days from the date of the invoice.

3. Late Payment: Payments received after the due date will be subject to a late payment fee of 2% per month, or the maximum rate allowed by applicable law, whichever is lower.

B. Dispute Resolution

1. Invoice Disputes: If InnoSpecs disputes any charges or costs in the invoice, it must notify [Your Company Name] within 15 days of receiving the invoice. The parties will work together in good faith to resolve any disputes related to invoicing or the cost breakdown.

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VI. Confidentiality

A. Confidential Information

Both parties acknowledge that, in the course of performing their obligations under this Agreement, they may exchange confidential or proprietary information. Both parties agree to maintain the confidentiality of any such information and will not disclose it to any third parties without prior written consent from the disclosing party.

B. Duration of Confidentiality Obligation

The confidentiality obligations outlined in this section will remain in effect for a period of 5 years following the termination of this Agreement.

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VII. Term and Termination

A. Term

This Agreement will commence on December 5, 2050, and will continue in effect until terminated by either party in accordance with the termination provisions herein.

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 materially breaches any provision of this Agreement, the non-breaching party may terminate the Agreement upon providing written notice to the breaching party, allowing a period of 30 days to remedy the breach.

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VIII. Governing Law

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

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IX. Dispute Resolution

In the event of any dispute or claim arising out of or in connection with this Agreement, the parties agree to first attempt resolution through informal discussions. If the dispute cannot be resolved through discussion, it will be settled through arbitration in California under the rules of the American Arbitration Association.

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X. Signatories

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Financial Officer
Date: December 5, 2050

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For InnoSpecs:

Name: Allene Tillman
Job Title: Chief Operating Officer
Date: December 5, 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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