transition-services-plan

name	transition-services-plan
title	Transition Services Plan
description	Drafts a Transition Services Plan exhibit to an Asset Purchase Agreement, organizing post-closing seller-to-buyer support by functional area with scope, duration, contacts, and deliverables. Triggers on requests for TSA exhibits, transition plans, post-closing support schedules, or operational handover documents in asset purchase transactions.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/transition-services-plan
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	general
practice	corporate
language	en
tags	["agreement","drafting","transactional"]

Transition Services Plan

Drafts a TSA exhibit to an Asset Purchase Agreement governing post-closing seller support for operational continuity across customer, vendor, HR, finance, and IT functions.

Prerequisites

1. Executed or near-final APA — Closing Date, defined terms, notice provisions, indemnification framework
2. Functional area inventory — departments/operations requiring transition support
3. Key personnel lists — designated contacts per party per functional area
4. Duration parameters — agreed support periods per service category
5. Compensation structure — included in Purchase Price or separately compensated

Quick Start

1. Collect APA terms, functional area inventory, and personnel lists
2. Build the functional area matrix (one row per service category)
3. Draft sections in order: header → definitions → scope → standards → compensation → governance → term → APA relationship → signatures
4. Cross-check all defined terms and dates against APA
5. Validate each area has measurable completion criteria

Document Header

TRANSITION SERVICES PLAN

Exhibit [__] to that certain Asset Purchase Agreement dated [DATE] by and between [SELLER LEGAL NAME] ("Seller") and [BUYER LEGAL NAME] ("Buyer")

Effective Date: [Closing Date] Expiration Date: [DATE], subject to extension per Section [__]

Section Outline

#	Section	Content
1	Definitions & Interpretation	Incorporate APA defined terms; define Plan-specific terms
2	Scope of Services	Functional area matrix
3	Service Standards	Consistent with Seller's historical practices; commercially reasonable efforts
4	Compensation	Included in Purchase Price OR separate fee schedule with rates/payment terms
5	Governance	Transition coordinators, meeting cadence, escalation path
6	Term & Termination	Commencement, expiration, early termination, extension mechanics
7	Relationship to APA	APA controls on conflict; confidentiality/indemnification incorporated; no partnership/employment