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Transition Services Agreement (TSA) review

Post-closing transition services agreement (seller / corporate parent provides services to buyer / divested business).

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What it checks

Transition services scope / schedule

TSA must include a scope schedule listing the services being provided.

Critical · MNA-055

Service period and extension mechanic

TSA must specify duration of services and any extension rights.

Critical · MNA-056

Fees and pricing — cost-plus, fixed-fee, or hybrid

TSA must specify fee structure.

Critical · MNA-057

Service-level / performance standards

TSA should specify the performance standard (same as provided pre-closing; reasonable efforts).

Warning · MNA-058

Limitation of liability (one-times-fees cap baseline)

TSAs typically cap provider liability at fees paid in a defined period.

Critical · MNA-059

Confidentiality and data protection

TSAs handle ongoing personal / business data; confidentiality and (where applicable) GDPR / state-privacy treatment is required.

Critical · MNA-060

Termination of services

TSA should specify per-service termination (buyer can early-terminate individual services).

Critical · MNA-061

Cooperation / transition assistance

TSA should include cooperation covenant: provider helps buyer stand up its own capability before the service ends.

Warning · MNA-062

Every run also applies 125 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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