The Transition Services Agreement (TSA) is a critical document used in corporate transactions where one party needs to provide temporary support services to another party, typically following a merger, acquisition, or divestiture. This agreement is essential when immediate separation of all business functions is not feasible or practical. The TSA, governed by Austrian law, outlines the scope of services, service levels, costs, duration, and transition mechanisms. It ensures business continuity while the recipient party develops or acquires its own capabilities. The document must comply with Austrian legal requirements, including the Austrian Civil Code (ABGB), data protection laws (DSG and GDPR), employment regulations, and commercial code provisions. It typically includes detailed service schedules, performance metrics, governance structures, and exit planning to facilitate a smooth eventual separation.
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1. Parties: Identification of the service provider and recipient, including full legal names and addresses
2. Background: Context of the agreement, typically referencing the main transaction necessitating the TSA
3. Definitions and Interpretation: Key terms used throughout the agreement, including Service Periods, Service Levels, Charges
4. Services Scope: Detailed description of services to be provided, referencing specific service schedules
5. Service Standards: Quality levels, performance metrics, and service level requirements
6. Charges and Payment: Fee structure, payment terms, invoicing procedures, and cost adjustments
7. Term and Termination: Duration of services, extension options, and termination rights
8. Service Provider Obligations: Key responsibilities and commitments of the service provider
9. Service Recipient Obligations: Requirements and responsibilities of the service recipient
10. Governance and Reporting: Management structure, reporting requirements, and escalation procedures
11. Data Protection and Security: Compliance with GDPR and Austrian data protection requirements
12. Confidentiality: Protection of confidential information exchanged during service provision
13. Intellectual Property: Ownership and usage rights of IP involved in service delivery
14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
15. Force Majeure: Handling of events beyond reasonable control
16. Dispute Resolution: Process for resolving disputes under Austrian law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Migration and Knowledge Transfer: Details of transition process and knowledge sharing - include when services require significant knowledge transfer
2. Personnel and Subcontractors: Rules regarding key personnel and use of subcontractors - include when specific staff or third parties are critical
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
4. Audit Rights: Rights to audit service provision and compliance - include for regulated industries or critical services
5. Insurance: Specific insurance requirements - include for high-risk services
6. Anti-Corruption Compliance: Anti-bribery and corruption provisions - include for international services or public sector involvement
7. Exit Management: Detailed exit process and handover requirements - include for complex services
1. Schedule 1 - Services Description: Detailed description of each service category to be provided
2. Schedule 2 - Service Levels: Specific performance metrics and service level requirements
3. Schedule 3 - Charges: Detailed pricing structure, rates, and payment terms
4. Schedule 4 - Governance Procedures: Detailed procedures for service management and oversight
5. Schedule 5 - Key Personnel: List of key personnel from both parties involved in service delivery
6. Schedule 6 - Technical Requirements: Technical specifications and requirements for service delivery
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
8. Schedule 8 - Exit Plan: Detailed procedures for service transition at termination
9. Appendix A - Contact Details: Key contacts for both parties and escalation procedures
10. Appendix B - Form of Reports: Templates for required service reports and documentation
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Healthcare
Retail
Energy
Telecommunications
Professional Services
Real Estate
Transportation and Logistics
Pharmaceuticals
Consumer Goods
Industrial Products
Media and Entertainment
Education
Relevant Teams
Legal
Operations
Finance
Information Technology
Human Resources
Procurement
Risk and Compliance
Project Management Office
Business Development
Strategy
Commercial
Integration Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Head of Legal
Corporate Lawyer
Transition Manager
Integration Director
Operations Director
IT Director
HR Director
Procurement Manager
Project Manager
Business Unit Head
Finance Director
Commercial Director
Risk Manager
Compliance Officer
Service Delivery Manager
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