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Transition Services Agreement Template for Ireland

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Key Requirements PROMPT example:

Transition Services Agreement

"I need a Transition Services Agreement for a technology company sale where our UK parent company will provide IT infrastructure, HR, and financial services to the Irish subsidiary being sold for 18 months starting March 2025, with specific emphasis on GDPR compliance and data security."

Document background
The Transition Services Agreement (TSA) is a crucial document used in corporate transactions where one party needs to provide temporary support services to another, typically following a merger, acquisition, or divestiture. Under Irish law, this agreement establishes a formal framework for the provision of essential business services during a transition period, ensuring business continuity while the recipient party develops or acquires its own capabilities. The document addresses key aspects such as service scope, performance standards, costs, data protection (particularly under GDPR), and exit management. It's designed to facilitate a smooth operational transition while protecting both parties' interests and ensuring compliance with Irish and EU regulatory requirements. TSAs are particularly important in complex transactions where immediate separation of all business functions is not feasible.
Suggested Sections

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

2. Background: Context of the agreement, typically referring to a larger transaction necessitating the TSA

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Services: Overview of services to be provided and general service provision terms

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

6. Service Standards: General standards applicable to all services

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

8. Governance and Service Management: Service management structure, meetings, and escalation procedures

9. Data Protection and Security: GDPR compliance and data security obligations

10. Confidentiality: Protection of confidential information

11. Personnel: Key personnel requirements and general staffing obligations

12. Intellectual Property: IP ownership and licensing arrangements

13. Liability and Indemnities: Limitation of liability and indemnification provisions

14. Exit Management: Process for service transition at agreement end

15. Force Majeure: Rights and obligations during force majeure events

16. General Provisions: Standard boilerplate clauses including notices, assignment, etc.

17. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions

Optional Sections

1. Change Control: Detailed change management procedures - include for complex service arrangements

2. Regulatory Compliance: Specific regulatory obligations - include for regulated industries

3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

4. Third Party Rights: Rights of third parties under the agreement - include if third parties are involved in service delivery

5. Insurance: Specific insurance requirements - include for high-risk services

6. Anti-Bribery and Corruption: Compliance with anti-corruption laws - include for international arrangements

7. Parent Company Guarantee: Guarantee provisions - include if parent company backing is required

Suggested Schedules

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

2. Schedule 2 - Service Levels: Specific service levels, KPIs, and measurement methods

3. Schedule 3 - Charges: Detailed pricing, cost allocation, and payment terms

4. Schedule 4 - Governance Procedures: Detailed governance structure, roles, and meeting schedule

5. Schedule 5 - Key Personnel: List of key personnel and their roles

6. Schedule 6 - Exit Plan: Detailed exit management and knowledge transfer procedures

7. Schedule 7 - Technical Requirements: Technical specifications and requirements

8. Schedule 8 - Security Requirements: Detailed security policies and procedures

9. Schedule 9 - Data Processing Agreement: GDPR-compliant data processing terms

10. Schedule 10 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

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

















































Clauses













































Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Retail

Telecommunications

Professional Services

Energy

Real Estate

Transportation and Logistics

Pharmaceuticals

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Operations

Finance

Information Technology

Procurement

Risk and Compliance

Project Management

Corporate Development

Strategy

Human Resources

Service Delivery

Commercial

Relevant Roles

Legal Counsel

Commercial Director

Chief Financial Officer

Chief Operating Officer

Head of Procurement

Integration Manager

Transition Manager

Service Delivery Manager

Operations Director

IT Director

Risk Manager

Compliance Officer

Project Manager

Business Unit Head

Corporate Development Director

Strategy Director

Finance Director

Industries










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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