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Profit Transfer Agreement
"I need a Profit Transfer Agreement between our UK parent company (Global Tech Holdings Ltd) and its German subsidiary (Tech Solutions GmbH), with quarterly profit transfers starting from March 2025 and specific provisions for technology licensing revenue."
1. Parties: Identification and details of the contracting parties including registered offices and company numbers
2. Background: Context of the agreement, relationship between parties, and purpose of the profit transfer arrangement
3. Definitions: Definitions of key terms used throughout the agreement including 'Profit', 'Transfer Date', 'Calculation Period'
4. Profit Transfer Obligations: Core provisions regarding the calculation, verification and transfer of profits between parties
5. Payment Terms: Timing, mechanism and currency of profit transfers, including payment procedures and bank details
6. Accounting and Records: Requirements for maintaining proper accounting records and calculation methodologies
7. Duration: Term of agreement, commencement date, and renewal provisions
8. Termination: Circumstances and process for terminating the agreement, including consequences of termination
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Tax Provisions: Specific tax arrangements between parties, including VAT treatment and withholding tax provisions
2. Employee Matters: Provisions dealing with impact on employees and TUPE considerations where relevant
3. Group Company Provisions: Additional provisions for when parties are part of larger corporate groups, including change of control provisions
4. Regulatory Compliance: Specific provisions for regulatory compliance where one or both parties are regulated entities
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws and regulations
1. Schedule 1 - Calculation Method: Detailed methodology for calculating transferable profits, including adjustments and excluded items
2. Schedule 2 - Group Structure Chart: Diagram showing corporate structure of participating entities and their relationships
3. Schedule 3 - Payment Schedule: Detailed timeline for profit calculations and transfers throughout the year
4. Schedule 4 - Tax Treatment: Detailed provisions regarding tax treatment of transfers and related calculations
5. Schedule 5 - Accounting Principles: Specific accounting principles and policies to be applied in profit calculations
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