Service Description Countries Clause Samples
The 'Service Description Countries' clause defines the specific countries or territories where the services outlined in the agreement will be provided or made available. In practice, this clause lists the jurisdictions covered, ensuring that both parties are clear about the geographic scope of the service delivery; for example, it may specify that services are only available in the United States and Canada. Its core function is to prevent misunderstandings or disputes about where the services are to be performed, thereby ensuring clarity and managing expectations regarding the agreement's territorial reach.
Service Description Countries. Processing of Customer Deductions All customer deductions for returns, price and promotion allowances, coupons and other such chargebacks, during the Term shall be processed by Provider, with the liability for such claims allocated as set forth in the Purchase Agreement. A joint communication shall be distributed to customers from Recipient and Provider to clearly delineate the dates when: (a) the liability for claims transfers to Recipient and (b) Provider’s responsibility for collecting and processing ends (at the end of the Term). In order to preserve auditing trails, customer deductions occurring after the Term should be handled directly with each customer and not between Recipient and Provider. Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Taiwan, India, Nijmegen Management of credit risks Provider shall perform all credit services consistent with its policies and procedures existing as of the Closing. The management of credit risks shall be maintained by Provider in conjunction with Recipient. All credit risk for bad debt and/or non-payment of accounts receivable shall be the responsibility of Recipient. Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Ireland, Nijmegen, Taiwan Monitoring of Customer Cash Collection Provider shall monitor customer cash collection and perform follow-up on customers that exceed invoice terms in a manner consistent with the collection services provided to the Business prior to the Closing Date. Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Taiwan, India, Nijmegen Periodic Settling Provider and Recipient will settle on the last day of each calendar month (or the first business day thereafter if such day is not a business day), for the preceding calendar month (or part thereof) in the Term, the net activity of cash collected net of cash paid. Canada, Puerto Rico, Hong Kong, Taiwan, Nijmegen Communicate bankruptcy notices In the event of a notification of a customer bankruptcy, Provider will immediately communicate the bankruptcy to the Recipient. USA, Taiwan, India, Canada, Puerto Rico, Nijmegen
Service Description Countries. Preparing Tax Returns Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner: • Preparation of all income Tax Returns and related forms needed or required by law (at the federal, regional and local levels), including, for the avoidance of doubt, all Combined State Income Tax Returns and Foreign Tax Returns for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect. • Preparation of all required income Tax extension requests including, for the avoidance of doubt, all Combined State Income Tax extension requests for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect. USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam
Service Description Countries. Fleet Management Fleet services will be provided. Provider will oversee liability insurance, vehicle registration and accident-related matters. United States, Puerto Rico, Canada ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇), ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Fleet Vehicle Leases Provider will provide qualified personnel of Recipient with an appropriate leased vehicle. US, Taiwan, France, UK, Ireland, Netherlands, Sweden, Norway, Denmark, Italy, Spain, Portugal, Poland, Puerto Rico, Canada BMStudio Provider will make creative Services available to Recipient. These Services may include account management, web design, content development and print purchasing. Services will be classified as shown below and provided on an as requested basis at the below rates. • Tier 1 Original Concept Design • Tier 2 Secondary Creative • Tier 3 Simple Creative • Tier ▇ ▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ GLOBE Marketing Services The GLOBE team will support populating and maintaining the creative asset data on the GLOBE web site, The GLOBE team will provide support and training on the GLOBE creative asset management application. The GLOBE team will also work with Recipient to capture and update the various usage rights associated with the licensing of photography. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Apartment Leases Provider will provide qualified expat personnel of Recipient with an appropriate apartment. Mexico, France, UK BMStudio current pricing for general rate @ $81/hr & web design rate @ $91/hr; subject to change upon 30 days’ written notice from Provider. Cost of GLOBE Marketing Services shall be charged each month at a fixed amount of $2,917. Cost of Fleet Management Services shall be charged each month at a fixed amount of $6,834. Cost of Fleet Vehicle Leases shall be charged each month at actual cost. Pursuant to Section 2(f) of the Agreement, no uplift shall be charged for this Service. Cost of Apartment Leases shall be charged each month at actual cost. Pursuant to Section 2(f) of the Agreement, no uplift shall be charged for this Service.
Service Description Countries. Domestic Cash Management The treasury Services that Provider will provide are as follows: Bank Activity Reporting • Collect Recipient’s actual bank balance and transaction activity on behalf of Recipient • Record Recipient’s daily cash activity in Treasury system prior to interface to general ledger (SAP) • Report cash activity in e-Treasury for companywide access • Investigate and rectify lack of proper reporting with Recipient’s banks • Utilize existing Provider relationship bank systems for bank collection process. • Manage contingency reporting plans for Recipient when bank systems fail. • Train Recipient staff USA, Canada, Puerto Rico Domestic Cash Management Daily Cash Positioning • Concentrate all cash activity at newly formed Recipient company bank account • Process all wire transfers to Recipient’s bank account from collection banks USA, Canada (Puerto Rico to maintain intercompany balances) Domestic Cash Management • Collect Accounts Payable information from FSS to include in position as available • Determine and report Recipient’s cash position and determine settlement of investments based on expected Recipient cash requirements. • Provider performs “back office” confirmation processes for Recipient. USA • Obtain daylight overdraft credit lines, when necessary. • Perform end of day reconciliation for Recipient activity. • Maintain I/C balances between Recipient PR • Train Recipient staff. Treasury Payments • Provider will use Recipient DOA and existing processes to govern all payments processed by Provider Treasury and outside of SAP’s normal payable channels. • Recipient to adopt Provider Treasury internal control policies. Provider to notify Recipient of any changes to policies within one week of change. • Adherence to Provider’s internal controls for all payments processed by Treasury. Provider will notify Recipient in advance of changes. Recipient shall adopt internal controls for payments processed by Treasury consistent with those of the provider. • Calculate and settle bank fee reimbursements, credit facility fees, inter-company and third party debt interest payments, interest rate swaps and bank administrative fees related to financing. • Settle foreign exchange and investment position placements with banks • Settle inter-company dividend payments to Provider. • Settle shareholder payments with transfer agent. • Train Recipient staff USA Domestic Cash Management Accounts Payable • Provider Financial Shared Services (FSS) will continue to...
Service Description Countries. Worldwide Tax Services Provider will support worldwide Tax services, including VAT. USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam Accounts payable related tax reporting (i.e., 1099s, 48s) Provider will support accounts payable related tax reporting (i.e., 1099s, 480s). USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Guam Tax services related to PCOPS Provider will support tax services related to PCOPS. Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom VAT, Sales and Use Tax Preparation Provider will support Tax Return preparation solely to the extent related to VAT, GST, sales and use taxes, and similar Taxes or imposts. USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam Tax Provision and Reporting Preparation and submission of all materials at the State, Federal and International (ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS 109, FAS 5, FAS 123R and FIN 48, and all amendments or changes thereto. Calculation of the cash tax and effective tax rates in the United States. USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam
Service Description Countries. Capital Markets The treasury Services that Provider will provide are as follows: Domestic Cash Investment and Commercial Paper Issuance • Provider to execute in accordance with cash investment policy and provide international oversight. Hedging/Derivatives (foreign exchange, commodity, interest rate) • Provider to execute based on Recipient’s policy and approval. Counterparty Exposure • Provider to manage overall risk. FAS Effectiveness Testing • Provider performs analysis and offer opinion; provided that Recipient remains accountable. Recipient is responsible for: • Meeting Provider requirements for interest and foreign exchange projections, budgeting and analysis. • Debt covenant compliance. • FAS effectiveness testing as supported by CFR. • Capitalized interest. • Debt analysis. • Identifying cash needs and summarizing cash balances. • Ad-hoc analysis as requested by Provider. All including US
Service Description Countries. Local General Accounting Locally provided services on top of those provided by APFSS, on general accounting, fixed and intangible asset accounting, accounts payable and disbursements, financial reports, supporting local tax services, and internal and external audit supports. Thailand Cost of Services shall be charged each month at a fixed amount of $20,250 per month. Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.
Service Description Countries. Budget/Projection/Actual Reporting • Provider provides general oversight role and Recipient local finance directors own the process. • Local finance directors’s to set FAS expense budgets (5 DB plans) taking input from actuaries as needed. • Local Recipient finance directors take ownership of analysis of financial impact on any plan amendments. • Expense and funding impact of proposed design changes should be quantified and evaluated for decision-making purposes. Domestic and International Pension Plan Accounting • Recipient/FSS own all aspects of pension accounting. Financial Statements, disclosures, etc. SOX Controls • Recipient responsible for identifying and implementing SOX controls.
Service Description Countries. In the United States, preparation of any Form 5471 relating to the calendar year (or any portion thereof that begins on or prior to the Separation Date) in which the Distribution occurs. Provider will provide access to ▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇/Tax to the extent required to provide the Services described above. Provider will prepare the following Tax Returns or perform the following functions as the case may be, in accordance with a schedule (“Tax Preparation Schedule”) to be determined by the Provider. The Tax Preparation Schedule shall ensure full compliance with tax filing deadlines (including the extension thereof when and where applicable) and to the extent applicable the coordination of the Recipient’s Tax Return filing needs and requirements with those of Provider for group, fiscal unity or tax consolidation (or similar) purposes, provided that Recipient shall or shall cause all information necessary to properly prepare such Tax Returns or to perform such Services in a timely manner to be delivered or otherwise made available to Provider in accordance with the Tax Preparation Schedule: (a) Preparation of: all State Income Tax Returns, all Local Income Tax Returns, all Federal Income Tax Returns (including, as applicable or required, in all such cases pro forma Tax Returns).
Service Description Countries. Processing local transfers • Issuing checks • Cadivi Function (Venezuela only) • Services specifically exclude: • All cash planning and cash forecasting activities • Hedging strategy • Repatriation and Dividend strategy Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Australia, Taiwan, Dominican Republic, China, India Master Data Maintenance • Administration of standard, routine Pricing, Item Master and customer and material master data maintenance during the Term; provided that Provider shall not provide these services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks the system capability to accommodate. USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Hong Kong, Thailand, Philippines, Malaysia, Taiwan, Singapore, Dominican Republic, Australia, Vietnam Miscellaneous • Access to WebC3 for departmental expense reporting • Commissions processing USA, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland