Transfer Of Service Agreement Template for Austria

The Transfer of Service Agreement is a critical document used when transitioning services from one entity to another within the Austrian legal framework. It is particularly relevant in scenarios such as business restructuring, outsourcing arrangements, or corporate reorganizations. The agreement ensures compliance with Austrian legislation, including AVRAG for employee transfers, DSG for data protection, and UGB for commercial aspects. This document type comprehensively addresses the transfer of services, employees, assets, and associated rights and obligations, while establishing clear frameworks for transition management and ongoing responsibilities. It includes specific provisions required under Austrian law and is structured to protect both transferor and transferee interests while maintaining service continuity.

1. Parties: Identification of the transferor and transferee, including full legal names, registration details, and addresses

2. Background: Context of the service transfer, including brief description of current service arrangement and reason for transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Transfer: Detailed description of services being transferred and any excluded services

5. Transfer Date: Specification of the effective date of transfer and any phasing arrangements

6. Transfer Process: Step-by-step process for implementing the transfer, including transition period activities

7. Employee Transfer: Terms governing the transfer of employees, including TUPE-equivalent provisions under Austrian law

8. Assets and Equipment: Details of any physical or digital assets being transferred as part of the service

9. Data Protection and Confidentiality: Provisions for handling personal data and confidential information during and after transfer

10. Intellectual Property: Treatment of IP rights, licenses, and related permissions

11. Financial Provisions: Financial terms including transfer price, payment terms, and treatment of outstanding amounts

12. Warranties and Representations: Standard and specific warranties from both parties

13. Liability and Indemnities: Allocation of risks and responsibilities between parties

14. Post-Transfer Obligations: Ongoing obligations of both parties after the transfer is complete

15. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability