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Transition Services Agreement Template for Denmark

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Transition Services Agreement

Document background
The Transition Services Agreement (TSA) is essential in corporate transactions where one entity needs to provide temporary support services to another following a separation or acquisition. This document is particularly relevant under Danish law when businesses undergo restructuring, mergers, acquisitions, or divestitures. The agreement typically covers critical services such as IT, HR, accounting, or operational support necessary for business continuity. It includes detailed provisions on service levels, costs, duration, and transition management, while ensuring compliance with Danish regulatory requirements including data protection, employment laws, and competition regulations. The TSA is crucial for maintaining operational stability and facilitating a smooth transition while the recipient entity develops or procures its own capabilities.
Suggested Sections

1. Parties: Identifies the service provider and recipient entities entering into the agreement

2. Background: Explains the context of the transition and relationship between the parties

3. Definitions: Defines key terms used throughout the agreement

4. Services: Outlines the scope and nature of transition services to be provided

5. Service Levels: Specifies the required performance standards for the services

6. Duration and Extension: Specifies the term of the agreement and any extension options

7. Charges and Payment: Details the fees, payment terms, and invoicing procedures

8. Governance and Management: Establishes oversight structure and management processes

9. Data Protection and Security: Addresses data handling requirements and security measures

10. Confidentiality: Defines confidential information and protection requirements

11. Intellectual Property: Addresses ownership and usage rights of IP during transition

12. Liability and Indemnification: Sets out liability limitations and indemnification obligations

13. Force Majeure: Covers circumstances excusing performance obligations

14. Termination: Details termination rights and consequences

15. General Provisions: Contains standard legal boilerplate provisions

Optional Sections

1. Employee Matters: Required when the transition involves transfer or sharing of employees

2. Migration Support: Include when specific migration or knowledge transfer activities are needed

3. Third Party Contracts: Needed when managing contracts with third party vendors is part of the services

4. Business Continuity: Include for critical services requiring specific continuity measures

5. Exit Management: Required for complex transitions needing detailed exit planning

6. Regulatory Compliance: Include for heavily regulated industries or services

7. Insurance: Required when specific insurance coverage needs to be maintained

8. Anti-Corruption: Include for international services or high-risk jurisdictions

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of each service to be provided

2. Schedule 2 - Service Levels and KPIs: Detailed service level requirements and measurement criteria

3. Schedule 3 - Charges: Detailed pricing structure and cost allocation methodology

4. Schedule 4 - Governance Procedures: Detailed procedures for oversight and management

5. Schedule 5 - Contact Details and Escalation: Key personnel and escalation procedures

6. Schedule 6 - Service Dependencies: Dependencies required for service delivery

7. Schedule 7 - Data Processing Agreement: Detailed data protection and processing requirements

8. Schedule 8 - Exit Plan: Detailed procedures for service transition at termination

9. Appendix A - Form of Change Order: Template for documenting changes to services

10. Appendix B - Reports: Templates and requirements for service reporting

Authors

Relevant legal definitions


















































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Relevant Industries
Relevant Teams
Relevant Roles
Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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