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1. Parties: Identification of the service provider and recipient, including full legal names and addresses
2. Background: Context of the agreement, typically referencing the main transaction (e.g., sale agreement) that necessitates the TSA
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Term and Termination: Duration of the agreement, extension options, and termination rights
5. Services: Overview of services to be provided, service standards, and delivery requirements
6. Service Levels: Performance standards, KPIs, and measurement criteria
7. Fees and Payment: Pricing structure, payment terms, invoicing procedures, and cost adjustments
8. Governance and Management: Management structure, reporting requirements, and escalation procedures
9. Personnel: Requirements for personnel delivering services, including key personnel provisions
10. Data Protection and Security: Obligations regarding data handling, security measures, and privacy compliance
11. Intellectual Property: IP ownership, licenses, and usage rights during the transition period
12. Confidentiality: Protection of confidential information exchanged during service delivery
13. Liability and Indemnities: Allocation of risks, liability caps, and indemnification obligations
14. Force Majeure: Events excusing performance and related procedures
15. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Migration Services: Used when specific migration or knowledge transfer services are required to transition to permanent arrangements
2. Third Party Contracts: Include when services involve management or assignment of third party contracts
3. Business Continuity: Required for critical services requiring disaster recovery and business continuity planning
4. Regulatory Compliance: Include for regulated industries or when specific compliance obligations need to be addressed
5. Step-In Rights: Used in critical service arrangements where service recipient needs right to take over service provision
6. Exit Management: Detailed exit procedures for complex transitions or where significant handover is required
7. Insurance: Specific insurance requirements beyond standard coverage
8. Parent Company Guarantee: Include when additional financial security is required from provider's parent company
1. Schedule 1 - Services Description: Detailed description of each service, including scope, deliverables, and exclusions
2. Schedule 2 - Service Levels and KPIs: Detailed service level requirements, measurement methods, and remedies for failure
3. Schedule 3 - Fees and Charges: Detailed pricing structure, including unit costs, volume bands, and special charges
4. Schedule 4 - Governance Procedures: Detailed governance framework, meeting schedules, and escalation procedures
5. Schedule 5 - Key Personnel: List of key personnel from both parties, their roles and responsibilities
6. Schedule 6 - Technical Requirements: Technical specifications, systems requirements, and interfaces
7. Schedule 7 - Security Requirements: Detailed security protocols, access requirements, and compliance standards
8. Schedule 8 - Exit Plan: Detailed procedures for service transition or termination
9. Appendix A - Form of Reports: Templates for required service reports and performance metrics
10. Appendix B - Contact Details: Contact information for key personnel and escalation contacts
Additional Services
Affiliate
Agreement
Background IP
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Data Protection Laws
Deliverables
Dispute
Effective Date
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Material Breach
Migration Plan
Notice
Parent Company
Personal Data
Personnel
Purchase Agreement
Recipient Systems
Related Agreements
Representatives
Security Requirements
Service Credits
Service Levels
Service Provider Systems
Services
Steering Committee
Subcontractor
Term
Termination Date
Third Party Contracts
Third Party Materials
Transition Period
Transition Plan
Working Hours
Definitions
Term and Extension
Service Provision
Service Levels
Additional Services
Performance Standards
Fees and Payment
Invoicing
Personnel
Subcontracting
Governance
Reporting
Record Keeping
Audit Rights
Data Protection
Confidentiality
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Change Control
Dispute Resolution
Termination
Exit Management
Assignment
Third Party Rights
Notices
Security
Business Continuity
Compliance with Laws
Anti-Bribery
Modern Slavery
Entire Agreement
Severability
Waiver
Variation
Governing Law
Jurisdiction
Information Technology
Financial Services
Manufacturing
Healthcare
Professional Services
Retail
Telecommunications
Energy and Utilities
Real Estate
Mining and Resources
Education
Transport and Logistics
Legal
Operations
Finance
Information Technology
Human Resources
Procurement
Risk and Compliance
Project Management Office
Service Delivery
Commercial
Integration Management
Strategy
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Head of Legal
Commercial Director
Operations Director
Integration Manager
Transition Manager
Project Manager
Service Delivery Manager
Contract Manager
Legal Counsel
Finance Director
IT Director
HR Director
Procurement Manager
Risk Manager
Compliance Officer
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