The Transition Services Agreement (TSA) is a fundamental document used in Nigerian business transactions to ensure operational continuity during corporate restructuring, mergers, acquisitions, or divestitures. It becomes necessary when one entity needs to temporarily provide services to another entity following a business separation, ensuring uninterrupted operations while the recipient entity develops its own capabilities or transitions to new service providers. The agreement must comply with Nigerian legal frameworks, including CAMA 2020, Labour Act, and NDPR 2019, while addressing practical operational requirements. TSAs typically include detailed service descriptions, performance metrics, pricing structures, and transition timelines, with specific consideration for local business practices and regulatory requirements. The document is particularly crucial in complex transactions where immediate separation of all business functions is not feasible or would risk business disruption.
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1. Parties: Identification of the service provider and recipient entities, including registration details as required under Nigerian law
2. Background: Context of the transition services, typically referencing the main transaction (e.g., merger, acquisition, or divestiture) necessitating the TSA
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Services: Overview of the transition services to be provided, referencing detailed service descriptions in the schedules
5. Term and Termination: Duration of the agreement, extension options, and circumstances allowing early termination
6. Service Levels: Performance standards and metrics for service delivery
7. Fees and Payment Terms: Pricing structure, payment schedules, and invoicing requirements
8. Personnel and Resources: Allocation of human resources and assets for service delivery
9. Confidentiality and Data Protection: Obligations regarding confidential information and compliance with NDPR 2019
10. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties
11. Force Majeure: Provisions for handling events beyond parties' reasonable control
12. Dispute Resolution: Procedures for resolving disputes, including governing law and jurisdiction clauses
13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Migration Plan: Include when there's a need for detailed transition of services back to recipient or to third-party providers
2. Intellectual Property Rights: Include when services involve significant IP usage or transfer
3. Third-Party Contracts: Include when services require maintenance or transfer of third-party contracts
4. Employee Matters: Include when staff transfers or secondments are part of the transition
5. Insurance: Include when specific insurance coverage is required for service delivery
6. Security Requirements: Include when services involve sensitive systems or data access
7. Business Continuity: Include when services are critical to business operations
8. Regulatory Compliance: Include when services are in regulated industries requiring specific compliance measures
1. Schedule 1 - Service Descriptions: Detailed descriptions of each transition service, including scope and delivery specifications
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement methodologies
3. Schedule 3 - Pricing and Fee Schedule: Detailed breakdown of fees, costs, and payment terms for each service
4. Schedule 4 - Key Personnel: List of key personnel responsible for service delivery and management
5. Schedule 5 - Migration Timeline: Detailed timeline for service transition and knowledge transfer
6. Schedule 6 - Technical Requirements: Technical specifications and requirements for service delivery
7. Appendix A - Service Request Procedures: Procedures for requesting additional or modified services
8. Appendix B - Reporting Requirements: Templates and specifications for required service performance reports
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Control
Data Protection Laws
Deliverables
Dispute
Effective Date
Exit Plan
Force Majeure Event
Good Industry Practice
Governmental Authority
Initial Term
Intellectual Property Rights
Key Personnel
Migration Plan
NDPR
Notice
Parent Company
Personal Data
Recipients
Related Agreements
Representative
Service Credits
Service Levels
Service Provider
Service Recipient
Services
Significant Service Level Failure
Subsidiary
Term
Termination Date
Third Party Provider
Transaction Agreement
Transition Period
Working Hours
Agreement
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Control
Data Protection Laws
Deliverables
Dispute
Effective Date
Exit Plan
Force Majeure Event
Good Industry Practice
Governmental Authority
Initial Term
Intellectual Property Rights
Key Personnel
Migration Plan
NDPR
Notice
Parent Company
Personal Data
Recipients
Related Agreements
Representative
Service Credits
Service Levels
Service Provider
Service Recipient
Services
Significant Service Level Failure
Subsidiary
Term
Termination Date
Third Party Provider
Transaction Agreement
Transition Period
Working Hours
Clauses
Services Scope
Term and Extension
Service Levels
Performance Standards
Fees and Expenses
Payment Terms
Personnel
Subcontracting
Data Protection
Confidentiality
Intellectual Property
Third Party Rights
Force Majeure
Liability
Indemnification
Insurance
Termination
Exit Management
Migration Assistance
Service Transfer
Dispute Resolution
Governing Law
Change Control
Audit Rights
Records and Reports
Business Continuity
Compliance with Laws
Anti-Corruption
Assignment and Novation
Notices
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Further Assurance
Relationship of Parties
Third Party Cooperation
Cost Allocation
Tax
Security Requirements
Competition Law Compliance
Term and Extension
Service Levels
Performance Standards
Fees and Expenses
Payment Terms
Personnel
Subcontracting
Data Protection
Confidentiality
Intellectual Property
Third Party Rights
Force Majeure
Liability
Indemnification
Insurance
Termination
Exit Management
Migration Assistance
Service Transfer
Dispute Resolution
Governing Law
Change Control
Audit Rights
Records and Reports
Business Continuity
Compliance with Laws
Anti-Corruption
Assignment and Novation
Notices
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Further Assurance
Relationship of Parties
Third Party Cooperation
Cost Allocation
Tax
Security Requirements
Competition Law Compliance
Relevant Industries
Oil and Gas
Financial Services
Manufacturing
Technology
Telecommunications
Healthcare
Retail and Consumer Goods
Energy and Utilities
Mining
Agriculture
Real Estate
Transportation and Logistics
Relevant Teams
Legal
Operations
Finance
Information Technology
Human Resources
Procurement
Risk and Compliance
Project Management Office
Business Integration
Commercial
Corporate Development
Strategy
Service Delivery
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Head of Legal
General Counsel
Commercial Director
Integration Manager
Transition Manager
Project Manager
Operations Director
IT Director
HR Director
Procurement Manager
Risk Manager
Compliance Officer
Business Unit Head
Service Delivery Manager
Contract Manager
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