Transition Service Agreement Checklist

Transition Service Agreement Checklist: A Guide for Business Owners

When a company undergoes a major change such as a merger, acquisition, or divestiture, it is important to have a transition service agreement (TSA) in place to ensure a smooth and seamless transition. A TSA is a legal document that outlines the services and support that the seller will provide to the buyer after the sale is finalized.

To ensure that a TSA is effective and covers all necessary details, it’s essential to create a TSA checklist that outlines the critical elements you’ll want to include in the agreement. Here’s what you need to keep in mind.

Outline of Services

The first item on your TSA checklist should be an outline of all the services that the seller will provide to the buyer during the transition period. This section should be specific and detailed, including timelines for when each service will be provided and what resources will be required.

Service Level Agreements

Your TSA should include service level agreements (SLAs) that clearly define the service expectations and responsibilities of both parties. The SLAs should outline the specific metrics that will be used to measure the quality of the services provided by the seller.

Costs and Payment Terms

Your TSA checklist should also include details regarding any costs associated with the services provided by the seller. This should include payment terms, such as the frequency and method of payment, as well as the specific costs for each service.

Data and Document Transfer

When a company undergoes a change, data and documents must be transferred from the seller to the buyer. Your TSA should include details on how this will be accomplished, including the specific format and location of the data and documents to be transferred.

Termination and Expiration

Your TSA should also define the terms of termination and expiration. This should include details on how the agreement can be terminated by either party and what happens when the agreement expires.

Intellectual Property

Your TSA should also include provisions for the transfer of intellectual property rights. This should include a complete inventory of all patents, trademarks, and copyright registrations that are owned by the seller.

Confidentiality and Non-Disclosure

Your TSA should also contain provisions for confidentiality and non-disclosure. This should include details on how all confidential information will be protected and what happens if any confidential information is disclosed.

Dispute Resolution

Finally, your TSA should include provisions for dispute resolution. This should include a process for resolving any disputes that may arise between the buyer and seller during the transition period.

In conclusion, a TSA is a crucial document that ensures the smooth and seamless transition of a company during a major change such as a merger or acquisition. By including the critical elements outlined in this TSA checklist, you can create an effective agreement that will protect the interests of both the buyer and the seller.