Transitional Services Agreement

Keep the sold business running after completion while the seller provides IT, payroll, premises or other support for a fixed transition period.

Editable Word document
18
10pages
Guidance notes included
aml consultancy solutions

Selling or exiting a business

Transitional Services Agreement

About this document

What it’s for

After a sale the business often still relies on systems, people or premises that stay with the seller – a shared accounting system, payroll bureau, IT network, website or warehouse. A transitional services agreement (TSA) has the seller keep providing those services for a limited time, for an agreed charge, while the buyer moves them across.

When to use it

  • Where a business or division is sold out of a larger company or group
  • On an asset sale where the seller keeps shared contracts or premises
  • Signed at completion, alongside the SPA or APA

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Commencement and duration
  3. Provision of the Services
  4. Service standard
  5. Recipient’s obligations
  6. Third-party consents
  7. Charges and payment
  8. Governance
  9. Changes
  10. Migration and exit
  11. Staff
  12. Data protection
  13. Intellectual property, systems and access
  14. Confidentiality
  15. Limitation of liability
  16. Termination
  17. Consequences of termination
  18. Force majeure
  19. Notices
  20. General
  21. Dispute resolution and governing law

Also included

  • 1. Charging basis
  • 2. Day rates for additional assistance
  • 3. Extension periods
  • 4. Pass-through costs
  • 5. Records and audit

How to complete it

  • List every service in Schedule 1 with its period, standard and charge
  • Set the charging basis in Schedule 2 (cost, cost plus or fixed fee)
  • Complete the data processing details in Schedule 3 and the exit plan in Schedule 4
  • Name the service managers in Schedule 5

Key points to check

  • Third-party software licences may not allow use by the buyer – check consents early
  • Watch for VAT, TUPE and data protection issues
  • Keep the term short and give the buyer the right to end services early

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Selling or exiting a business

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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