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Transition Services Agreement Template for England and Wales

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Key Requirements PROMPT example:

Transition Services Agreement

"I need a Transition Services Agreement to cover IT infrastructure and HR services following our acquisition of Tech Corp, where we (as buyer) will receive these services from the seller for 12 months starting March 2025, with specific focus on data protection and employee transition provisions."

Document background
The Transition Services Agreement (TSA) is essential in corporate transactions under English and Welsh law, particularly in mergers, acquisitions, and divestitures. It ensures business continuity by establishing a framework for the temporary provision of critical services from one party (typically the seller) to another (usually the buyer). The agreement covers essential aspects such as service definitions, performance standards, pricing, governance, and exit strategies. TSAs are particularly crucial when the acquiring entity needs time to establish its own operational capabilities or secure alternative service providers. The document must comply with UK regulatory requirements and often includes provisions for data protection, employment matters, and intellectual property rights.
Suggested Sections

1. Parties: Identification and details of the service provider and recipient

2. Background/Recitals: Context of the agreement, typically referencing the main transaction necessitating the TSA

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Services: Description of transition services to be provided

5. Term and Termination: Duration of the agreement and termination provisions

6. Service Levels: Performance standards and metrics

7. Charges and Payment: Pricing, payment terms, and invoicing procedures

8. Governance and Escalation: Management structure and issue resolution process

9. Confidentiality: Protection of confidential information

10. Liability and Indemnities: Risk allocation between parties

Optional Sections

1. Data Protection: Required if personal data is processed as part of the services

2. Employee Matters: Staff transfer provisions when services involve secondment or transfer of employees

3. Intellectual Property Rights: IP ownership and licensing provisions when services involve creation or use of IP

4. Business Continuity: Disaster recovery provisions for critical services or regulated industries

5. Security Requirements: IT and physical security measures when services involve sensitive systems or facilities

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of each service to be provided

2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement methods

3. Schedule 3 - Charges: Detailed pricing structure and calculation methodology

4. Schedule 4 - Governance Procedures: Detailed management and reporting procedures

5. Schedule 5 - Exit Plan: Process for service transition at termination

6. Schedule 6 - Data Processing Agreement: Required GDPR compliant data processing terms

7. Schedule 7 - Business Continuity Plan: Detailed disaster recovery procedures

8. Schedule 8 - Contact Details: Key personnel and escalation contacts

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Common Law Contract Principles: Fundamental principles governing contract formation, execution, and enforcement under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Misrepresentation Act 1967: Law dealing with false statements made during contract negotiations that induce parties to enter into contracts

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly relating to limitation of liability

UK GDPR: Post-Brexit data protection regulation defining how personal data must be handled and processed in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Regulations governing privacy in electronic communications and marketing

TUPE Regulations 2006: Regulations protecting employees' rights when business ownership or service provision changes hands

Employment Rights Act 1996: Core employment legislation defining fundamental employment rights in the UK

Equality Act 2010: Legislation protecting against discrimination in employment and service provision

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in the UK

Trade Marks Act 1994: Legislation governing the registration and protection of trademarks

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK

Competition Act 1998: Legislation prohibiting anti-competitive behavior and abuse of dominant market positions

Enterprise Act 2002: Law governing company mergers, market investigations, and competition matters

Network and Information Systems Regulations 2018: Legislation setting cybersecurity requirements for essential services and digital providers

Value Added Tax Act 1994: Primary legislation governing VAT in the UK, relevant for service charging and invoicing

Supply of Goods and Services Act 1982: Legislation implying terms about quality and fitness for purpose in service contracts

Trade Secrets Regulations 2018: Regulations protecting confidential business information and trade secrets

EU Retained Law: Former EU laws preserved in UK law post-Brexit that remain relevant to service provision and business operations

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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