The Transition Services Agreement (TSA) is essential in corporate transactions where immediate separation of all business functions is not feasible or optimal. It provides a framework under Swiss law for the continued provision of critical services (such as IT, HR, or accounting) from one party to another during a transition period. This document type is commonly used following mergers, acquisitions, or corporate spin-offs, where the buyer needs time to establish its own independent operations or transfer knowledge and capabilities. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations' provisions on mandate agreements and service provision, while also addressing practical operational needs, data protection requirements, and risk allocation between parties. TSAs are crucial for ensuring business continuity and smooth transition of operations while maintaining compliance with Swiss regulatory requirements.
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1. Parties: Identification of service provider and recipient entities
2. Background: Context of the agreement, typically referencing the main transaction necessitating transition services
3. Definitions: Key terms used throughout the agreement
4. Services: Description of transition services categories and general provision principles
5. Service Standards: Quality standards, performance metrics, and service levels
6. Term and Termination: Duration of services, extension options, and termination rights
7. Fees and Payment: Service pricing, payment terms, and invoicing procedures
8. Personnel: Service delivery team requirements and key personnel provisions
9. Intellectual Property: IP ownership and licensing for service delivery
10. Confidentiality: Protection of confidential information exchanged during service provision
11. Data Protection: Compliance with Swiss data protection requirements and data handling procedures
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Swiss law application and dispute resolution provisions
1. Migration Services: Used when specific transition-out or knowledge transfer services are required
2. Third Party Providers: Include when subcontractors or third-party service providers are involved
3. Insurance: Detailed insurance requirements when service provision involves significant risks
4. Business Continuity: Include for critical services requiring disaster recovery planning
5. Audit Rights: Add when regulatory compliance or specific monitoring rights are needed
6. Security Requirements: Include for services involving sensitive systems or data access
7. Change Control: Add for complex services likely to require modifications during the term
1. Schedule 1 - Services Description: Detailed description of each service category and specific services
2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and remedies
3. Schedule 3 - Charges: Detailed pricing structure, rates, and cost allocation methodology
4. Schedule 4 - Key Personnel: List of key service provider and recipient personnel
5. Schedule 5 - Technical Requirements: Systems, infrastructure, and technical specifications
6. Schedule 6 - Data Processing Agreement: Detailed data protection terms compliant with Swiss requirements
7. Schedule 7 - Migration Plan: Timeline and responsibilities for service transition or termination
8. Appendix A - Service Request Form: Template for requesting additional or modified services
9. Appendix B - Report Templates: Standard formats for service performance reporting
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