The Transition Services Agreement (TSA) is a crucial document used in the context of corporate transactions and business separations under Hong Kong law. It is typically implemented when one party needs to temporarily provide services to another party to ensure business continuity following a transaction, such as a merger, acquisition, or divestiture. The agreement becomes necessary when the recipient party cannot immediately replicate certain business functions or services after the transaction closes. The TSA outlines detailed service specifications, performance standards, pricing mechanisms, and governance frameworks, while ensuring compliance with Hong Kong regulatory requirements, particularly the Personal Data (Privacy) Ordinance, Employment Ordinance, and various service-related regulations. The document typically includes comprehensive schedules detailing specific services, service levels, and pricing structures, with provisions for both parties to maintain business operations during the transition period until permanent arrangements are established.
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1. Parties: Identification of the service provider and recipient, including registered addresses and company details
2. Background: Context of the agreement, typically referencing the primary transaction necessitating the TSA
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Services: Overview of services to be provided, referencing detailed service descriptions in schedules
5. Term and Termination: Duration of the agreement, extension options, and termination rights
6. Service Standards: Required quality levels, performance metrics, and service delivery standards
7. Charges and Payment: Fee structure, payment terms, and invoicing procedures
8. Governance and Service Management: Service management structure, reporting requirements, and escalation procedures
9. Personnel and Resources: Requirements for personnel providing services and necessary resources
10. Data Protection and Security: Obligations regarding data handling, security measures, and compliance requirements
11. Confidentiality: Protection of confidential information exchanged during service provision
12. Intellectual Property Rights: Ownership and licensing of IP used in service delivery
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Rights and obligations during events beyond reasonable control
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Regulatory Compliance: Include when services are subject to specific regulatory requirements
2. Business Continuity: Add when services are critical to business operations
3. Third Party Rights: Include when third parties may need to enforce rights under the agreement
4. Migration Services: Add when specific provisions for migration to permanent solutions are needed
5. Exit Management: Include for complex services requiring detailed exit planning
6. Insurance: Add when specific insurance requirements are necessary for service provision
7. Parent Company Guarantee: Include when additional financial security is required
8. Anti-Bribery and Corruption: Add for international services or when required by corporate policies
1. Service Descriptions: Detailed descriptions of each service to be provided
2. Service Levels: Specific performance metrics, KPIs, and measurement methods
3. Charges: Detailed pricing structure, rates, and calculation methodologies
4. Governance Procedures: Detailed procedures for service management and escalation
5. Key Personnel: List of key personnel and their roles in service delivery
6. Technical Requirements: Technical specifications and requirements for service delivery
7. Service Locations: Locations where services will be provided or received
8. Data Processing Agreement: Detailed terms for personal data processing if required
9. Form of Reports: Templates and formats for required service reports
10. Exit Plan: Detailed procedures for service transition at agreement end
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Retail
Energy
Telecommunications
Professional Services
Real Estate
Infrastructure
Consumer Goods
Media and Entertainment
Relevant Teams
Legal
Operations
Finance
Information Technology
Human Resources
Procurement
Risk and Compliance
Project Management
Service Delivery
Commercial
Business Integration
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Head of Legal
Commercial Director
Operations Director
IT Director
HR Director
Procurement Manager
Integration Manager
Transition Manager
Project Manager
Legal Counsel
Business Unit Head
Service Delivery Manager
Risk Manager
Compliance Officer
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