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Transition Services Agreement
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
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
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
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