transitional-services-agreement

name	transitional-services-agreement
title	Transitional Services Agreement
description	Drafts a Transitional Services Agreement (TSA) for post-closing seller-to-buyer service delivery in U.S. M&A transactions. Use when a corporate acquisition requires temporary operational support or seller-provided service continuity after closing.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/transitional-services-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["agreement","drafting"]

Transitional Services Agreement

Bridges closing to operational independence with balanced risk allocation between Service Provider (seller) and Service Recipient (buyer).

Prerequisites

1. Transaction agreement — full purchase/merger agreement text; note any TSA mandates, pricing caps, or term limits
2. Service inventory — systems and functions the acquired business relies on (IT, HR/payroll, finance, facilities, procurement)
3. Closing date — confirmed or estimated (TSA effective date = closing)
4. Transition timeline — buyer's self-sufficiency milestones per service category
5. Data map — personal data categories processed through shared systems (for DPA exhibit)

Quick Start

1. Review transaction agreement for mandated services and pricing constraints
2. Catalog all seller-provided services the acquired business depends on
3. Draft using the output structure below; attach exhibits A–E
4. Align governing law and dispute resolution with the transaction agreement
5. Verify third-party vendor consent requirements

Output Structure

1. Preamble & Recitals

• Full legal names; seller = "Service Provider," buyer = "Service Recipient"
• Reference transaction agreement by title, date, and parties
• Effective date = closing date
• Characterize TSA as temporary accommodation, not ongoing commercial relationship

2. Definitions

Term	Definition
Services	Per Exhibit A; no implied expansion
Transition Period	Closing through termination; per-service end dates permitted
Service Levels	Per Exhibit A; default: "substantially the same manner, quality, timeliness, and resources as the 6 months preceding closing"
Service Fees	Per Exhibit B; includes reimbursable out-of-pocket
Confidential Information	All non-public information disclosed under this agreement

Import undefined capitalized terms from the transaction agreement.

3. Services

Organize by function: IT, HR/Payroll, Finance/Accounting, Facilities, Procurement/Supply Chain.

Scope formula: "Access to and support for [category] systems used by the acquired business as of closing, at substantially the same level as provided pre-closing."