Transition Services Agreements (TSA) Setup

Transition Services Agreements (TSA) Setup

Transition Services Agreements bridge the operational gaps that cannot be closed before Day 1. Setting them up correctly safeguards business continuity and creates a clear path to full independence.

Core Objectives

  • Define only those services essential for Day 1 stability.
  • Establish service-level standards, pricing, and exit timelines.
  • Align ownership and governance to drive timely phase-out.

Seven-Step TSA Setup Process

  1. Service Identification
    1.1 Review Day 1 scope charter and critical-systems checklist.
    1.2 List parent-provided activities still required—IT hosting, payroll processing, certain finance services, specialized compliance tasks.
    1.3 Assign a business and technical owner for each service.
  2. Scope Definition
    2.1 Describe deliverables in plain language.
    2.2 State operating hours, volumes, and geographic coverage.
    2.3 Note any data-privacy or regulatory constraints.
  3. Service-Level Standards
    3.1 Uptime, response, and resolution targets for IT and customer-facing services.
    3.2 Cut-off times for payroll, AP runs, and financial close.
    3.3 Penalties or credits for breaches.
  4. Pricing Model
    4.1 Cost-plus, unit-rate, or fixed-fee structure.
    4.2 Include true-up mechanics for volume swings.
    4.3 Separate one-time setup charges from recurring fees.
  5. Duration and Exit Criteria
    5.1 State hard end dates; shorter is better to avoid dependency creep.
    5.2 Define exit readiness checklist for each service.
    5.3 Require written 30-day notice before extension; Steering Committee approval mandatory.
  6. Governance and Reporting
    6.1 Monthly TSA Review Board co-chaired by carve-out COO and parent Service Lead.
    6.2 Standard dashboard: performance metrics, incidents, spend vs. budget, exit progress.
    6.3 Issue-escalation ladder—service owner, TSA Lead, Steering Committee.
  7. Implementation Readiness
    7.1 Configure billing codes and invoice templates.
    7.2 Grant secure network access and segregated data paths.
    7.3 Run Day 0 rehearsal to confirm connectivity, permissions, and reporting.

Deliverables Checklist

  • TSA master agreement with schedules for each service.
  • SLA sheet listing metrics, targets, and reporting cadence.
  • Pricing workbook and true-up procedure.
  • Exit-readiness checklist and timeline.
  • TSA governance charter and monthly dashboard template.

Common Pitfalls

  • Over-scoping TSAs, locking the carve-out into parent systems longer than necessary.
  • Vague service descriptions that trigger scope creep and billing disputes.
  • Missing data-privacy clauses, risking regulatory fines when sharing personal data.
  • Forgetting dual-running costs during exit period—budget overruns follow.
  • Allowing indefinite extensions without executive approval, delaying full independence.

Well-structured TSAs keep Day 1 smooth while maintaining pressure to build permanent capabilities and achieve complete separation on schedule.

The Umbrex Carve-Out Playbook: A practitioner's guide to planning and executing corporate divestitures with seamless separations, TSAs, and Day-1 readiness.

Request the Carve-Out Playbook

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