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Transition Services Agreement Template for Netherlands

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Key Requirements PROMPT example:

Transition Services Agreement

I need a Transition Services Agreement for providing IT and HR support services to a newly divested pharmaceutical manufacturing subsidiary for 18 months starting March 2025, with specific provisions for GDPR compliance and gradual knowledge transfer.

Document background
The Transition Services Agreement (TSA) is a critical document used in corporate transactions under Dutch law where one entity needs to provide temporary operational support to another entity, typically following a merger, acquisition, or divestiture. This agreement is essential when the buyer needs the seller's continued support to maintain business operations while developing its own independent capabilities. The TSA defines crucial elements including service scope, performance standards, pricing, duration, and transition milestones, all within the framework of Dutch legal requirements. It addresses key aspects such as data protection under GDPR, employment considerations, intellectual property rights, and operational continuity. The document typically includes detailed schedules for specific service descriptions, service levels, and pricing mechanisms, making it a comprehensive framework for managing the transition period.
Suggested Sections

1. Parties: Identification of the service provider and recipient, including full legal names and registered addresses

2. Background: Context of the agreement, typically referencing the main transaction (e.g., merger, acquisition) necessitating the TSA

3. Definitions: Defined terms used throughout the agreement, including Service Periods, Service Levels, Transition Period, etc.

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 Levels: Performance standards and quality requirements for the services

7. Fees and Payment: Pricing structure, payment terms, and invoicing procedures

8. Governance and Reporting: Management structure, periodic reviews, and reporting requirements

9. Obligations of the Parties: Key responsibilities and commitments of both service provider and recipient

10. Personnel: Requirements regarding staff providing services, including key personnel provisions

11. Intellectual Property: Ownership and usage rights of IP during and after the transition period

12. Confidentiality: Protection of confidential information exchanged during service provision

13. Data Protection: GDPR compliance and data handling requirements

14. Liability and Indemnification: Limitations of liability and indemnification obligations

15. Force Majeure: Provisions for handling events beyond parties' reasonable control

16. Exit Management: Procedures for service transition at agreement termination

17. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for dispute re红杏直播

Optional Sections

1. Migration Services: Include when specific data or system migration services are required

2. Third Party Contracts: Include when services involve management or assignment of third-party contracts

3. Business Continuity: Include for critical services requiring specific disaster recovery provisions

4. Regulatory Compliance: Include when services are subject to specific regulatory requirements

5. Security Requirements: Include when services involve access to sensitive systems or data

6. Asset Usage: Include when physical or IT assets are being shared during transition

7. Employee Matters: Include when staff transfers or secondments are part of the transition

8. Insurance: Include when specific insurance coverage is required for services

9. Step-In Rights: Include when service recipient needs rights to take over service provision in certain circumstances

Suggested Schedules

1. Schedule 1 - Service Descriptions: Detailed descriptions of each service to be provided

2. Schedule 2 - Service Levels and KPIs: Specific performance metrics and measurement methods

3. Schedule 3 - Pricing and Charging Structure: Detailed fee calculations, rates, and charging mechanisms

4. Schedule 4 - Governance Procedures: Detailed procedures for service management and oversight

5. Schedule 5 - Contact Details and Escalation Procedures: Key personnel and communication protocols

6. Schedule 6 - Exit Plan: Detailed procedures for service handover or termination

7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms and procedures

8. Schedule 8 - Security Requirements: Detailed security protocols and requirements

9. Appendix A - Service Request Form: Template for requesting additional or modified services

10. Appendix B - Reports: Templates for required service reports and monitoring

11. Appendix C - Transition Plan: Detailed timeline and milestones for service transition

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































Clauses








































Relevant Industries

Technology and Software

Manufacturing

Financial Services

Healthcare

Retail

Energy and Utilities

Professional Services

Telecommunications

Pharmaceuticals

Real Estate

Logistics and Transportation

Consumer Goods

Relevant Teams

Legal

Finance

Operations

Information Technology

Human Resources

Procurement

Compliance

Risk Management

Project Management

Service Delivery

Commercial

Integration Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

General Counsel

Head of Legal

Corporate Lawyer

M&A Director

Integration Manager

Procurement Manager

IT Director

HR Director

Operations Director

Commercial Director

Risk Manager

Compliance Officer

Project Manager

Service Delivery Manager

Transition Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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