The Transition Services Agreement (TSA) is a critical document used in Australian corporate transactions where one party needs to provide temporary support services to another party following a business separation or acquisition. This agreement is essential when the buyer needs time to establish its own independent operations or transition services from the seller's infrastructure. The TSA, governed by Australian law, typically covers areas such as IT systems, human resources, finance, and administrative support, specifying service levels, costs, and duration. It includes detailed provisions for service delivery, performance metrics, governance structures, and exit arrangements, ensuring compliance with Australian regulatory requirements including the Corporations Act 2001, Privacy Act 1988, and Competition and Consumer Act 2010.
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1. Parties: Identification of the service provider and recipient, including registered addresses and company details
2. Background: Context of the agreement, typically referencing the primary transaction (e.g., business sale) necessitating the TSA
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Term and Termination: Duration of the agreement, extension options, and termination rights
5. Services: Overview of services to be provided, service standards, and delivery requirements
6. Service Levels: Performance metrics, measurement methods, and reporting requirements
7. Fees and Payment: Cost structure, payment terms, invoicing procedures, and dispute mechanisms
8. Governance and Management: Oversight structure, reporting lines, escalation procedures, and regular review meetings
9. Personnel and Resources: Staff obligations, key personnel requirements, and resource allocation
10. Intellectual Property: Ownership and usage rights of IP created or used during service provision
11. Confidentiality: Protection and handling of confidential information
12. Data Protection and Privacy: Obligations regarding personal data handling and privacy compliance
13. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions
14. Force Majeure: Events excusing performance and related procedures
15. Exit Management: Transition-out procedures and knowledge transfer requirements
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Business Continuity and Disaster Recovery: Required for critical services or when service disruption could significantly impact operations
2. Security Requirements: Needed when services involve sensitive data or systems access
3. Regulatory Compliance: Important for regulated industries or when services must meet specific regulatory requirements
4. Third Party Rights: Relevant when services involve or impact third party contracts or rights
5. Insurance: Detailed insurance requirements beyond standard liability provisions
6. Anti-corruption and Modern Slavery: Required for international services or when dealing with high-risk jurisdictions
7. Change Control: Needed for complex services likely to require modifications during the term
8. Subcontracting: Important when service provider may need to engage subcontractors
1. Schedule 1 - Services Description: Detailed description of each service, including scope, deliverables, and exclusions
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methodologies, and remedies
3. Schedule 3 - Pricing and Payment Terms: Detailed fee structure, cost allocation, and payment procedures
4. Schedule 4 - Governance Procedures: Detailed governance framework, meeting schedules, and escalation procedures
5. Schedule 5 - Key Personnel: List of key personnel from both parties and their roles
6. Schedule 6 - Technical Requirements: Technical specifications, system requirements, and integration details
7. Schedule 7 - Exit Plan: Detailed transition-out procedures, timelines, and responsibilities
8. Schedule 8 - Data Processing Agreement: Detailed data protection obligations and procedures
9. Appendix A - Form of Reports: Ƶ for required service reports and performance tracking
10. Appendix B - Contact Details: Contact information for key personnel and escalation points
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Energy and Utilities
Mining and Resources
Retail and Consumer Goods
Professional Services
Telecommunications
Real Estate
Infrastructure
Agriculture
Education
Transport and Logistics
Relevant Teams
Legal
Operations
Finance
Information Technology
Human Resources
Procurement
Risk and Compliance
Strategy
Commercial
Project Management Office
Service Delivery
Business Integration
Corporate Development
Vendor Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Head of Legal
Commercial Director
Operations Director
IT Director
Finance Director
Project Manager
Transition Manager
Integration Manager
Procurement Manager
Legal Counsel
Contract Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Business Unit Head
Strategy Director
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