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Transition Services Agreement for India

Transition Services Agreement Template for India

A Transition Services Agreement under Indian law establishes the framework for temporary provision of services between companies, typically following a corporate transaction such as a merger, acquisition, or divestiture. The agreement details the specific services to be provided, service levels, costs, governance structure, and termination procedures, while ensuring compliance with Indian legal requirements including contract law, data protection regulations, and industry-specific requirements. It serves as a critical bridge to maintain business continuity while the recipient company develops its own capabilities or transitions to alternative arrangements.

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What is a Transition Services Agreement?

The Transition Services Agreement (TSA) is a crucial document in corporate transactions under Indian law, typically executed following mergers, acquisitions, or divestitures. It enables business continuity by allowing one company to provide essential services to another during a transitional period. The agreement comprehensively addresses service scope, performance standards, costs, governance, data protection, and exit mechanisms, while ensuring compliance with Indian legal requirements. TSAs are particularly important in complex transactions where immediate separation of all business functions is not feasible, providing a structured framework for temporary service arrangements while the recipient company establishes independent operations.

What sections should be included in a Transition Services Agreement?

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

What sections are optional to include in a Transition Services Agreement?

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

What schedules should be included in a Transition Services Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions








































Clauses
















































Relevant Industries

Information Technology

Manufacturing

Financial Services

Healthcare

Telecommunications

Energy and Utilities

Professional Services

Real Estate

Retail

Pharmaceuticals

Automotive

Consumer Goods

Relevant Teams

Legal

Operations

Finance

Information Technology

Procurement

Risk Management

Compliance

Project Management

Business Development

Corporate Development

Service Delivery

Integration Management

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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