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1. Parties: Identification of service provider and recipient entities
2. Background: Context of the transaction necessitating the TSA
3. Definitions and Interpretation: Key terms, interpretation rules, and hierarchy of documents
4. Term and Termination: Duration of services, extension options, and termination rights
5. Services: Description of transition services, service standards, and delivery requirements
6. Service Levels: Performance metrics, measurement methods, and remedies for failure
7. Charges and Payment: Fee structure, payment terms, expenses, and invoicing procedures
8. Governance: Management structure, reporting requirements, and escalation procedures
9. Data Protection and Security: Data handling obligations, security measures, and compliance requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property: IP ownership, licenses, and usage rights during transition
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. Force Majeure: Events excusing performance and related procedures
14. Dispute Resolution: Dispute resolution procedures, governing law, and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Employee Matters: Used when transition involves employee transfers or secondments
2. Third Party Contracts: Required when services involve management of third-party contracts
3. Migration Services: Included when specific data or system migration services are needed
4. Regulatory Compliance: Added for heavily regulated industries with specific compliance requirements
5. Business Continuity: Important for critical services requiring disaster recovery plans
6. Asset Transfer: Needed when physical or digital assets are being transferred
7. Tax Matters: Required for complex cross-border transactions or specific tax arrangements
8. Parent Company Guarantee: Used when additional financial security is required
1. Schedule 1 - Services Description: Detailed description of each service, including scope and exclusions
2. Schedule 2 - Service Levels: Detailed service level requirements and measurement criteria
3. Schedule 3 - Charges: Detailed fee structure, rate cards, and payment calculations
4. Schedule 4 - Governance Procedures: Detailed governance structure, meeting schedules, and escalation procedures
5. Schedule 5 - Key Personnel: List of key personnel from both parties and their roles
6. Schedule 6 - Exit Plan: Detailed procedures for service transition or termination
7. Schedule 7 - Technical Requirements: Technical specifications and requirements for service delivery
8. Schedule 8 - Data Protection Requirements: Specific data protection and security requirements
9. Appendix A - Form of Change Order: Template for documenting changes to services or terms
10. Appendix B - Reports: Ƶ and requirements for regular service reports
Information Technology
Manufacturing
Financial Services
Healthcare
Telecommunications
Energy and Utilities
Professional Services
Real Estate
Retail
Pharmaceuticals
Automotive
Consumer Goods
Legal
Operations
Finance
Information Technology
Procurement
Risk Management
Compliance
Project Management
Business Development
Corporate Development
Service Delivery
Integration Management
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Head of Legal
Commercial Director
Operations Director
Transition Manager
Project Manager
Contract Manager
Legal Counsel
Corporate Lawyer
Business Development Manager
Integration Manager
Service Delivery Manager
Procurement Manager
Risk Manager
Compliance Officer
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