Transition Services Agreement for Switzerland

Transition Services Agreement Template for Switzerland

A Swiss law-governed Transition Services Agreement is a contractual arrangement typically used in corporate transactions where one party (usually the seller) agrees to provide certain services to another party (usually the buyer) for a defined period after the completion of a transaction. The agreement details the scope of services, service levels, fees, and operational requirements under Swiss law, particularly considering the provisions of the Swiss Code of Obligations regarding mandate agreements. It includes specific provisions for data protection compliance under Swiss regulations and addresses particular Swiss law requirements regarding service provision and liability limitations.

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What is a Transition Services Agreement?

The Transition Services Agreement (TSA) is essential in corporate transactions where immediate separation of all business functions is not feasible or optimal. It provides a framework under Swiss law for the continued provision of critical services (such as IT, HR, or accounting) from one party to another during a transition period. This document type is commonly used following mergers, acquisitions, or corporate spin-offs, where the buyer needs time to establish its own independent operations or transfer knowledge and capabilities. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations' provisions on mandate agreements and service provision, while also addressing practical operational needs, data protection requirements, and risk allocation between parties. TSAs are crucial for ensuring business continuity and smooth transition of operations while maintaining compliance with Swiss regulatory requirements.

What sections should be included in a Transition Services Agreement?

1. Parties: Identification of service provider and recipient entities

2. Background: Context of the agreement, typically referencing the main transaction necessitating transition services

3. Definitions: Key terms used throughout the agreement

4. Services: Description of transition services categories and general provision principles

5. Service Standards: Quality standards, performance metrics, and service levels

6. Term and Termination: Duration of services, extension options, and termination rights

7. Fees and Payment: Service pricing, payment terms, and invoicing procedures

8. Personnel: Service delivery team requirements and key personnel provisions

9. Intellectual Property: IP ownership and licensing for service delivery

10. Confidentiality: Protection of confidential information exchanged during service provision

11. Data Protection: Compliance with Swiss data protection requirements and data handling procedures

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Force Majeure: Events excusing performance and related procedures

14. Governing Law and Jurisdiction: Swiss law application and dispute resolution provisions

What sections are optional to include in a Transition Services Agreement?

1. Migration Services: Used when specific transition-out or knowledge transfer services are required

2. Third Party Providers: Include when subcontractors or third-party service providers are involved

3. Insurance: Detailed insurance requirements when service provision involves significant risks

4. Business Continuity: Include for critical services requiring disaster recovery planning

5. Audit Rights: Add when regulatory compliance or specific monitoring rights are needed

6. Security Requirements: Include for services involving sensitive systems or data access

7. Change Control: Add for complex services likely to require modifications during the term

What schedules should be included in a Transition Services Agreement?

1. Schedule 1 - Services Description: Detailed description of each service category and specific services

2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and remedies

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

4. Schedule 4 - Key Personnel: List of key service provider and recipient personnel

5. Schedule 5 - Technical Requirements: Systems, infrastructure, and technical specifications

6. Schedule 6 - Data Processing Agreement: Detailed data protection terms compliant with Swiss requirements

7. Schedule 7 - Migration Plan: Timeline and responsibilities for service transition or termination

8. Appendix A - Service Request Form: Template for requesting additional or modified services

9. Appendix B - Report Templates: Standard formats for service performance reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Technology

Pharmaceuticals

Insurance

Telecommunications

Energy

Consumer Goods

Healthcare

Professional Services

Real Estate

Transportation and Logistics

Relevant Teams

Legal

Finance

Operations

Information Technology

Human Resources

Risk and Compliance

Project Management

Corporate Development

Procurement

Integration Management

Relevant Roles

Chief Legal Officer

General Counsel

Head of Legal

Corporate Lawyer

M&A Director

Chief Financial Officer

Head of Operations

Integration Manager

Transition Manager

Commercial Director

Project Manager

Chief Information Officer

Head of HR

Risk Manager

Compliance Officer

Chief Operating Officer

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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