Drafting comprehensive TSAs requires reviewing the underlying transaction documents, researching market-standard provisions across multiple legal databases, and coordinating service schedules with business teams. Corporate attorneys typically spend 5-6 hours per TSA, juggling between the main deal documents, precedent agreements, and ensuring all post-closing service obligations are properly captured and priced.
Drafting comprehensive TSAs is time-consuming and critical for post-closing success. Attorneys must balance service continuity needs with appropriate risk allocation while coordinating complex operational details across IT, HR, finance, and facilities. Missing key provisions or misaligning with the purchase agreement can derail integration and create costly disputes.
CaseMark analyzes your transaction documents and generates complete, balanced TSAs with detailed service schedules, appropriate limitations, and comprehensive data protection provisions. Our AI ensures consistency with your purchase agreement while incorporating industry-standard protections and operational mechanics that facilitate smooth transitions.
This workflow is applicable across multiple practice areas and use cases
Private equity firms regularly need TSAs when portfolio companies are acquired or divested to ensure business continuity during transition periods.
PE transactions frequently require transitional services for IT, HR, accounting, and operational support post-closing, making TSA drafting a core workflow for PE legal teams.
Asset purchase transactions often require TSAs where the seller continues providing critical services like payroll, IT infrastructure, or shared services to the purchased business unit.
Asset purchases frequently involve carved-out business units that remain dependent on seller's systems and services, necessitating detailed transitional service arrangements.
Corporate attorneys handling divestitures, spin-offs, or business separations need TSAs to document ongoing service relationships between separated entities.
Corporate restructurings and separations require transitional arrangements for shared services, making TSA drafting relevant beyond traditional M&A contexts.
Financial services M&A transactions require specialized TSAs addressing regulatory compliance, data management, and licensed service continuity during transitions.
Regulated financial institutions have unique TSA requirements for maintaining compliance, customer service, and regulatory reporting during post-acquisition transitions.
CaseMark analyzes your uploaded purchase agreement to identify TSA-related provisions, service commitments, pricing parameters, and term limitations. The generated TSA incorporates these requirements and maintains consistent definitions and cross-references. The AI flags any potential conflicts and ensures the TSA properly references and integrates with the transaction agreement.
Standard TSAs cover IT services (systems access, applications, helpdesk), HR and payroll (processing, benefits administration), accounting and finance (AP/AR, reporting, treasury), facilities (office space, utilities, maintenance), and procurement (vendor relationships, purchasing systems). CaseMark customizes service descriptions based on your specific business operations and transaction documents.
Most TSAs use cost-based pricing where the buyer reimburses the seller's actual costs without markup, reflecting the accommodative nature of the arrangement. CaseMark generates fee structures covering direct labor, third-party costs, allocated overhead, and reimbursable expenses. The AI can also incorporate fixed fees, usage-based pricing, or cost-plus arrangements based on your commercial terms.
TSA terms typically range from 6-18 months depending on business complexity and integration requirements. CaseMark includes flexible extension mechanisms allowing the buyer to extend for additional periods, often with increased fees to incentivize timely transition. The AI can structure different termination dates for different service categories, with less critical services ending earlier.
CaseMark includes comprehensive data protection provisions addressing GDPR, CCPA, and other privacy laws. The generated TSA designates controller/processor roles, establishes processing limitations and security requirements, includes breach notification obligations, and provides a detailed data processing agreement exhibit. The AI ensures compliance with regulatory requirements while allocating data-related risks appropriately between the parties.