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1. Parties: Identification of service provider and recipient entities
2. Background: Context of the TSA, typically referencing the primary transaction necessitating these services
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Services: Overview of services to be provided and general service standards
5. Term and Termination: Duration of the agreement, extension options, and termination rights
6. Service Levels: Performance standards and metrics for service delivery
7. Fees and Payment: Pricing structure, payment terms, and invoicing procedures
8. Governance and Service Management: Service management structure, reporting, and escalation procedures
9. Data Protection and Security: Obligations regarding data handling, security measures, and compliance
10. Confidentiality: Protection of confidential information exchanged during service provision
11. Intellectual Property Rights: Ownership and usage rights of IP involved in service delivery
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Employee Matters: Required when services involve staff transfers or secondments
2. Migration Services: Include when specific transition-out services are needed at the end of the TSA
3. Third Party Contracts: Necessary when services involve managing or transitioning third party relationships
4. Business Continuity: Include for critical services requiring specific disaster recovery provisions
5. Regulatory Compliance: Required for regulated industries or when services involve regulatory obligations
6. Insurance: Include when specific insurance requirements are needed beyond standard coverage
7. Parent Company Guarantee: Add when financial backing from a parent company is required
8. Anti-corruption and Sanctions: Include for international services or when required by corporate policies
1. Schedule 1 - Services Description: Detailed description of each service, including scope, deliverables, and exclusions
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Fees and Charges: Detailed pricing structure, rate cards, and cost allocation methods
4. Schedule 4 - Governance Procedures: Detailed procedures for service management, meetings, and escalation
5. Schedule 5 - Technical Requirements: Technical specifications, system requirements, and integration details
6. Schedule 6 - Contact Details and Escalation Matrix: Key personnel, contact information, and escalation procedures
7. Schedule 7 - Exit Plan: Procedures and requirements for service transition at agreement end
8. Appendix A - Form of Reports: Templates for required service reports and performance metrics
9. Appendix B - Security Requirements: Detailed security protocols and compliance requirements
Agreement
Business Day
Charges
Commencement Date
Confidential Information
Data Protection Laws
Deliverables
Dispute
Effective Date
Exit Plan
Force Majeure Event
Governing Law
Group
Intellectual Property Rights
Key Personnel
Migration Period
Notice
Parent Company
Performance Standards
Personal Data
Project Manager
Representatives
Security Requirements
Service Credits
Service Levels
Service Provider
Service Recipient
Services
Subsidiary
Term
Termination Date
Third Party Provider
Transition Period
Working Hours
Services Scope
Term and Duration
Service Levels
Performance Standards
Fees and Payments
Invoicing
Service Management
Governance
Data Protection
Confidentiality
Intellectual Property
Personnel
Subcontracting
Third Party Rights
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Migration
Business Continuity
Dispute Resolution
Notices
Assignment
Amendments
Entire Agreement
Severability
Governing Law
Jurisdiction
Compliance
Anti-Corruption
Change Control
Audit Rights
Security
Representations and Warranties
Manufacturing
Technology
Financial Services
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Real Estate
Infrastructure
Mining
Agriculture
Legal
Finance
Operations
Information Technology
Human Resources
Procurement
Risk and Compliance
Corporate Development
Project Management Office
Strategic Planning
Business Integration
Commercial Operations
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Head of Legal
General Counsel
Commercial Director
Operations Director
Integration Manager
Transition Manager
Project Manager
Legal Counsel
Corporate Lawyer
Finance Director
IT Director
HR Director
Procurement Manager
Business Development Manager
Risk Manager
Compliance Officer
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