A transitional service agreement, also known as TSA, is a contract that outlines the terms and conditions of the services that will be provided during a transition period. This agreement helps to ensure that both parties involved in the transaction have a clear understanding of their roles and responsibilities during the transition.
In order to draft a TSA that meets the needs of both parties, it is important to include certain key elements in the agreement. Below, we offer a sample TSA that provides guidance on what to include in such an agreement.
1. Services to be Provided
The TSA must clearly outline the services that will be provided during the transition period. This should include a detailed description of the scope of the services, the duration of the services, and any associated costs.
2. Service Levels
The TSA should detail the specific service levels that will be provided, including response times, availability, and performance metrics. These service levels should be defined with specific targets that are easy to measure and track.
3. Payment Terms
This section of the TSA must detail the payment terms for the services provided. The agreement should specify how payment will be made, when payment is due, and any penalties or late fees for delayed payment.
4. Liability and Indemnification
Both parties must be aware of their liabilities during the transition period. The TSA should include provisions that indemnify each party from any damages, expenses, or losses that may result from the services provided.
5. Confidentiality and Data Security
The TSA should also include provisions that protect the confidentiality of any sensitive information that may be shared during the transition period. This includes information about customers, employees, or proprietary business processes. The agreement must also outline the measures in place to ensure data security.
6. Termination and Post-Termination Obligations
The TSA must include provisions for early termination and any post-termination obligations. This includes any obligations for the parties to help each other during the transition period and any obligations for the ongoing support of services that have not been fully transitioned.
In conclusion, the above sample TSA provides a broad overview of what to include in such an agreement. It is important to note that the specifics of a TSA will depend on the nature of the transaction, and parties involved in the transition. As a professional, it is essential to ensure that the TSA is not only legally sound but also concise and easy to read for both parties.