The Transition Services Agreement (TSA) is a critical document used in corporate transactions under German law when one entity needs to provide temporary support services to another entity, typically following a merger, acquisition, or divestiture. It is essential when the buyer or separated entity requires continued access to certain services, systems, or infrastructure from the seller or parent company to maintain business continuity during the transition period. The agreement comprehensively addresses service scope, performance standards, costs, governance, and compliance with German regulatory requirements, including the German Civil Code (BGB), Commercial Code (HGB), and data protection laws. The TSA includes detailed schedules for service descriptions, service levels, pricing, and exit planning, ensuring a smooth operational transition while maintaining legal compliance and protecting both parties' interests.
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1. Parties: Identification of service provider and recipient, including full legal names and addresses
2. Background: Context of the transition services, typically following a corporate transaction or reorganization
3. Definitions: Key terms used throughout the agreement, including Service Levels, Transition Period, Exit Period, etc.
4. Services: Overview of services to be provided, referencing detailed service descriptions in schedules
5. Term and Termination: Duration of services, extension options, and termination rights
6. Service Levels: Performance standards, measurement criteria, and remedies for failure to meet standards
7. Charges and Payment: Fee structure, payment terms, invoicing procedures, and price adjustment mechanisms
8. Governance and Personnel: Service management structure, key personnel, reporting requirements, and escalation procedures
9. Data Protection and Security: GDPR compliance measures, data handling requirements, and security standards
10. Confidentiality: Protection of confidential information exchanged during service provision
11. Intellectual Property: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnification: Limitations of liability, indemnification obligations, and insurance requirements
13. Force Majeure: Events excusing performance and related procedures
14. Exit Management: Procedures for service transition at termination, including knowledge transfer and data return
15. General Provisions: Standard legal provisions including governing law, dispute resolution, and entire agreement
1. Regulatory Compliance: Specific regulatory obligations, used when services are in regulated industries
2. Third Party Rights: Management of third-party contracts and consents, needed when third-party services are involved
3. Business Continuity: Disaster recovery and business continuity procedures, important for critical services
4. Change Control: Formal procedures for service modifications, useful for complex service arrangements
5. Anti-Corruption: Compliance with anti-corruption laws, particularly important in international arrangements
6. Employee Matters: Personnel transfer or secondment provisions, needed when staff transfers are involved
7. Security Requirements: Detailed security protocols, necessary for handling sensitive information
8. Migration Support: Specific provisions for helping recipient develop in-house capabilities
1. Service Descriptions: Detailed specifications of each service to be provided
2. Service Levels and KPIs: Detailed performance metrics and measurement methodologies
3. Charging Structure: Detailed pricing, cost allocation, and payment calculations
4. Governance Procedures: Detailed procedures for service management and oversight
5. Personnel: Key personnel, roles, and responsibilities
6. Technical Requirements: IT systems, infrastructure, and technical specifications
7. Exit Plan: Detailed procedures for service transition and termination
8. Data Processing Agreement: GDPR-compliant data processing terms and procedures
9. Business Continuity Plan: Detailed disaster recovery and continuity procedures
10. Form of Reports: Templates and formats for required service reports
Relevant legal definitions
Affiliate
Agreement
Background IP
Baseline Service Levels
Business Day
Charges
Commencement Date
Confidential Information
Control
Data Protection Laws
Effective Date
Exit Period
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Personnel
Migration Plan
Notice
Personal Data
Project Manager
Regulatory Requirements
Related Agreements
Service Credits
Service Levels
Service Provider Personnel
Service Recipient Personnel
Services
Service Term
Steering Committee
Subcontractor
Term
Termination Date
Transition Period
Transition Plan
VAT
Work Product
Change Request
Critical Service Levels
Deliverables
Dispute Resolution Procedure
Emergency
Group
Implementation Date
KPIs
Material Breach
Operating Manual
Payment Terms
Quality Standards
Service Locations
Service Reports
Systems
Technical Requirements
Third Party Contracts
Agreement
Background IP
Baseline Service Levels
Business Day
Charges
Commencement Date
Confidential Information
Control
Data Protection Laws
Effective Date
Exit Period
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Personnel
Migration Plan
Notice
Personal Data
Project Manager
Regulatory Requirements
Related Agreements
Service Credits
Service Levels
Service Provider Personnel
Service Recipient Personnel
Services
Service Term
Steering Committee
Subcontractor
Term
Termination Date
Transition Period
Transition Plan
VAT
Work Product
Change Request
Critical Service Levels
Deliverables
Dispute Resolution Procedure
Emergency
Group
Implementation Date
KPIs
Material Breach
Operating Manual
Payment Terms
Quality Standards
Service Locations
Service Reports
Systems
Technical Requirements
Third Party Contracts
Clauses
Services Scope
Service Levels
Term and Duration
Extension Rights
Termination Rights
Payment Terms
Invoicing
Price Adjustment
Performance Standards
Quality Requirements
Governance
Reporting
Personnel
Subcontracting
Data Protection
Confidentiality
Intellectual Property
License Grants
Warranties
Indemnification
Liability Limitations
Insurance
Force Majeure
Change Control
Dispute Resolution
Exit Management
Migration Assistance
Business Continuity
Regulatory Compliance
Anti-Corruption
Assignment
Third Party Rights
Notice Requirements
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendment
VAT and Taxation
Records and Audit
Security Requirements
Service Levels
Term and Duration
Extension Rights
Termination Rights
Payment Terms
Invoicing
Price Adjustment
Performance Standards
Quality Requirements
Governance
Reporting
Personnel
Subcontracting
Data Protection
Confidentiality
Intellectual Property
License Grants
Warranties
Indemnification
Liability Limitations
Insurance
Force Majeure
Change Control
Dispute Resolution
Exit Management
Migration Assistance
Business Continuity
Regulatory Compliance
Anti-Corruption
Assignment
Third Party Rights
Notice Requirements
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendment
VAT and Taxation
Records and Audit
Security Requirements
Relevant Industries
Manufacturing
Technology
Financial Services
Healthcare
Retail
Telecommunications
Energy
Professional Services
Automotive
Pharmaceuticals
Consumer Goods
Industrial Products
Media and Entertainment
Transportation and Logistics
Relevant Teams
Legal
Operations
Finance
Information Technology
Procurement
Compliance
Risk Management
Human Resources
Commercial
Business Development
Integration Management
Project Management
Service Delivery
Relevant Roles
Chief Legal Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Attorney
Head of Operations
Chief Operating Officer
Integration Manager
Transition Manager
Commercial Director
Chief Financial Officer
Head of Procurement
Contract Manager
Business Development Director
Chief Technology Officer
IT Director
Compliance Officer
Risk Manager
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