It is customary for ASDs to contain arbitration clauses or clauses requiring the parties to take legal action in the event of major continuity of service issues; However, a buyer may not want to invest the time and resources to comply with these traditional dispute resolution options for anything but the most monstrous mistakes. Consider including escalation clauses that allow internal representatives of the service provider and recipient to resolve continuity issues by mutual agreement. Consider whether an improvement in business continuity recovery or disaster plans is needed. When a business is sold as part of an AM transaction and the seller continues to provide support services to the post-closing business, the parties to the transaction will enter into a Transitional Services Agreement (TSA) that regulates the provision of such services to the post-closing company. Depending on the complexity of the transitional service agreement and the critical nature of the services provided, ASDs can range from short, back-office administrative agreements with an agreement on setting fees in the future and without formal service standards, to comprehensive service agreements with a defined scope, service levels, variable pricing rules and detailed data protection rules. The comments and questions that follow make it better to “do things you need to do yourself,” not “that`s what they need to do to have a successful ASD” – in addition to the fact that all participants should be communicated to each other and that the agreement should be very detailed. Service levels must be defined in the TSA or in the daton documentation with the correct detail so that the parties can understand exactly how the requested services should be provided, without giving contractual “outs” to the seller. Avoid a failure of “reasonable,” “commercially reasonable,” “best business effort” and similar performance standards that could allow the seller to technically work in compliance with the TSA without effectively providing the requested services in a manner that gives the buyer the benefit of his or her bargain. A Transitional Service Agreement (ASD) offers significant benefits when used wisely, such as. B faster conclusion, smoother transition, lower transition costs, better end-of-life solutions and clean separation.
However, divestitures that distort the TSA can take much longer than expected. Transition service agreements can be extremely difficult to manage if they are not properly defined. As a general rule, poorly developed ASDs give rise to disputes between the buyer and the seller over the extent of the services to be provided. A Transitional Service Agreement (TSA) is an agreement between buyers and sellers, under which the seller concludes his services and know-how with the buyer for a certain period of time, in order to support and allow the buyer his new assets, infrastructure, systems, etc.