Detailed Intercompany Agreement

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I. Introduction

This Intercompany Agreement ("Agreement") is made and entered into as of December 5, 2050, by and between:

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

• DexTrium, a corporation duly organized under the laws of North Carolina, with its principal office located at Durham, NC 27701.

The purpose of this Agreement is to define the terms and conditions governing the intercompany relationship between [Your Company Name] and DexTrium, including the provision of various services, resources, and shared operations between the two entities.

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II. Purpose

A. Objective of the Agreement

The objective of this Agreement is to establish the terms under which [Your Company Name] and DexTrium will collaborate on a variety of services, including but not limited to, shared resources, operational support, and cross-company initiatives.

B. Scope of Services

[Your Company Name] will provide the following services to DexTrium:

• Operational Support: Assistance with day-to-day operational activities, including logistics, production, and inventory management.

• Technology Solutions: Provision of IT infrastructure, including hardware, software, and cybersecurity services.

• Accounting and Financial Services: Assistance with financial reporting, tax compliance, and accounting functions.

• Marketing and Branding Support: Help with brand management, advertising campaigns, and market analysis.

• Legal and Compliance: Guidance on corporate governance, regulatory compliance, and legal matters affecting operations.

C. Duration of the Agreement

This Agreement shall remain in effect for a period of 5 years, beginning from the effective date, unless terminated earlier by either party under the provisions of this Agreement.

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III. Intercompany Transactions and Cost Allocation

A. Cost Sharing and Allocation

Both parties agree to share the costs associated with the services provided under this Agreement, with an allocation method based on the following factors:

• Headcount: Costs will be allocated based on the number of employees from each party involved in the services.

• Service Type: Different types of services will be charged at different rates, with details to be agreed upon in the operational schedules.

B. Invoicing and Payment Terms

1. Invoices: [Your Company Name] will issue monthly invoices for the services rendered, with a detailed breakdown of the services provided and associated costs.

2. Payment Terms: All invoices are payable within 30 days from the date of issuance. Any late payments will accrue an interest of 1.5% per month, or the maximum rate permissible by law, whichever is lower.

C. Adjustment of Costs

The cost-sharing mechanism may be reviewed and adjusted annually to reflect changes in the services provided, cost fluctuations, or any operational changes. Adjustments will be made in good faith and based on mutual agreement.

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IV. Responsibilities of the Parties

A. Responsibilities of [Your Company Name]

1. Service Delivery: [Your Company Name] will ensure the timely and efficient delivery of services as outlined in the scope above.

2. Qualified Personnel: [Your Company Name] will assign qualified personnel to handle the services, ensuring expertise in all areas involved.

3. Regular Communication: [Your Company Name] will maintain clear and consistent communication with DexTrium to ensure smooth execution of services and address any issues that may arise.

B. Responsibilities of DexTrium

1. Cooperation and Access: DexTrium will provide the necessary access to personnel, facilities, and resources to enable [Your Company Name] to perform the services efficiently.

2. Timely Payment: DexTrium will ensure the timely payment of all invoices as per the terms of this Agreement.

3. Internal Support: DexTrium will designate a team or a point of contact to coordinate and support [Your Company Name] in providing the services.

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V. Confidentiality

A. Confidential Information

Both parties agree to keep all confidential information disclosed during the course of this Agreement strictly confidential. Confidential information includes but is not limited to business plans, financial data, proprietary software, intellectual property, and customer data.

B. Duration of Confidentiality Obligation

The confidentiality obligations will continue for 5 years after the termination or expiration of this Agreement.

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VI. Termination

A. Termination for Convenience

Either party may terminate this Agreement for any reason by providing 60 days’ written notice to the other party. The termination will take effect after the notice period has elapsed.

B. Termination for Breach

In the event that either party breaches any material provision of this Agreement, the non-breaching party may terminate the Agreement immediately, provided the breaching party fails to remedy the breach within 30 days of receiving written notice of the breach.

C. Effects of Termination

Upon termination of this Agreement, both parties shall settle any outstanding obligations, including payment for services rendered prior to the termination date. Any outstanding confidential information must be returned or destroyed as per the instructions of the disclosing party.

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VII. Governing Law

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

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VIII. Dispute Resolution

In the event of any dispute or claim arising out of or relating to this Agreement, the parties will attempt to resolve the dispute amicably through negotiation. If such negotiation is unsuccessful, the dispute shall be resolved through binding arbitration in North Carolina, in accordance with the rules of the American Arbitration Association.

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IX. Miscellaneous

A. Force Majeure

Neither party will be held liable for delays or failures in performance due to events beyond its control, including but not limited to, natural disasters, war, government action, labor disputes, or other unforeseen circumstances.

B. Amendments

This Agreement may only be amended or modified in writing, signed by authorized representatives of both parties.

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X. Signatories

For [Your Company Name]:

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

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For DexTrium:

Name: Lance Nader
Job Title: Chief Financial 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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