Sample Template: TSA Master Document

1 Cover Sheet

Why it matters: The cover sheet ensures both legal teams and regulators can immediately confirm deal identity, effective date, and signatories.

• Document title, effective date, and TSA reference number
• Full legal names and addresses of “Provider” (Parent) and “Recipient” (NewCo)
• Cross-reference to the underlying SPA, APA, or stock-sale agreement
• Space for authorised signatures and corporate seals

2 Preamble

Why it matters: A concise preamble provides context for auditors and courts if any dispute arises about intent.

• One-paragraph description of the divestiture and need for interim services
• Statement that services are temporary and will sunset on predefined dates
• Confirmation that services do not create a de facto joint venture or employment relationship

3 Definitions

Why it matters: Clear definitions prevent “scope creep” and billing disputes.

• “Services,” “Service Schedule,” “Sunset Date,” “SLA,” “Change Request,” “Exit Certificate,” etc.
• Reference to any capitalised terms imported from the SPA/APA

4 Scope of Services (Summary Table)

Why it matters: A summary table allows executives to see the full service menu on one page before diving into individual schedules.

• Service name
• Functional area (IT, Finance, HR, etc.)
• Sunset date
• Pricing basis (cost-plus, unit rate, or fixed fee)
• Named exit owner

5 Term and Sunset Provisions

Why it matters: Hard end-dates and fee escalators create urgency to exit services on time.

• Start date (legal close) and final sunset date for each service
• Automatic monthly fee escalator (e.g., +10 %/month) after sunset date
• Extension only by written amendment signed by both CFOs

6 Pricing and Payment Terms
Why it matters: Transparent pricing reduces true-up arguments and transfer-pricing risk.

• Pricing model (cost-plus X %, unit rate, or fixed fee)
• Invoicing frequency (e.g., monthly in arrears) and currency
• True-up method for volume variances and audit-trail requirements
• Responsibility for VAT, GST, or withholding taxes

7 Service-Level Agreement Framework

Why it matters: SLAs tie cost to performance and give the carve-out leverage if quality slips.

• Uptime, response-time, and accuracy targets for each service type
• Credit/penalty schedule with monthly cap (e.g., 15 % of fee)
• Reporting cadence and KPI definitions

8 Data-Security & Privacy Obligations

Why it matters: Most TSA breaches involve data exposure; explicit controls protect both parties.

• Encryption standards (in transit and at rest)
• Access-control requirements (least privilege, MFA)
• Breach-notification window (e.g., within 24 hours)
• Data-return or destruction requirements at exit

9 Governance & Reporting

Why it matters: Clear roles and calendars keep minor issues from snowballing into cost overruns.

• Parent Service Owner and Recipient Service Owner responsibilities
• TSA Review Board cadence (monthly) and agenda
• Escalation ladder and decision thresholds
• Standard dashboard template and delivery dates

10 Change-Control Procedure

Why it matters: Preventing “scope creep” preserves budget and timeline.

• Change-request form content (scope, timeline, cost impact, risk)
• Impact-assessment window (e.g., five business days)
• Approval matrix tied to cost or term variance thresholds
• Contract-amendment process and version control

11 Liability, Indemnity, and Audit Rights

Why it matters: Sets financial risk boundaries and ensures compliance proof.

• Aggregate liability cap (e.g., total annual fees) and exclusions (fraud, data breaches)
• Mutual indemnities for third-party claims arising from gross negligence
• Audit rights—notice period, frequency, and cost allocation

12 Termination and Exit Certificates

Why it matters: Defines the mechanics for shutting off services and stopping billing.

• Termination for convenience (notice period, exit-fee schedule)
• Termination for cause (material breach, uncured in X days)
• Exit-readiness checklist requirements
• Dual signature on Exit Certificate and data-destruction attestation

13 Dispute-Resolution & Governing Law

Why it matters: Pre-sets the escalation route, avoiding drawn-out litigation.

• Good-faith negotiation window → Executive review → Mediation → Binding arbitration
• Governing law and venue (e.g., New York or London Court of International Arbitration)

Appendices
Why they matter: Detail lives here so the main body stays readable.

• Appendix A: Service Schedules — One per service with scope, SLAs, pricing tables, exit checklist
• Appendix B: Governance Charter — Contact list, meeting calendars, dashboard formats
• Appendix C: Change-Request Form — Editable Word form or PDF
• Appendix D: Data-Flow Diagrams — Visuals for any data shared between Parent and NewCo

Populate each section with deal-specific information, route for legal and finance sign-off, and you have an audit-ready TSA Master Document.