# Transition services agreement (TSA) checklist

Use this list when scoping, negotiating and running a TSA after a carve-out or acquisition. Mark each item with the service owner, the monthly fee, the term in months and the exit trigger. Published by datarooms.co; no warranty, confirm every item with counsel.

## IT and systems

- [ ] Inventory every application the carved-out business uses, with licence owner and user count
- [ ] Email, calendar and identity (Active Directory or SSO) cut-over date and interim access rules
- [ ] ERP access: which modules, which entities, read-only or transactional, and who approves changes
- [ ] Network, VPN and firewall rules for the buyer's staff inside the seller's environment
- [ ] Data segregation plan: which databases are split, cloned or migrated, and by when
- [ ] Help desk and end-user support hours, ticket SLA and escalation contact
- [ ] Security obligations: patching cadence, incident notification time, access reviews
- [ ] Software licence transfer or novation list, with vendor consent status
- [ ] Data room export at the end of the TSA: full audit log, Q&A and final document index archived

## HR and payroll

- [ ] Payroll processing for transferred employees, including tax filings and year-end forms
- [ ] Benefits continuation (health, pension, equity plan replacement) and the date each ends
- [ ] HRIS access for the buyer's HR team and the data fields they can see
- [ ] Time and attendance, expense and travel systems during the transition
- [ ] Work visa and immigration sponsorship transfers where a different employer appears
- [ ] Workforce communication plan and who answers employee questions in month one

## Finance and accounting

- [ ] Month-end close support: general ledger access, journal approval, reporting pack timing
- [ ] Accounts payable and receivable processing, including bank account ownership and signatories
- [ ] Treasury: cash sweeps, intercompany balances and the date the sweep stops
- [ ] Tax compliance support (VAT, sales tax, payroll tax) and who files for the stub period
- [ ] Audit support for the final seller-period financials and the opening balance sheet
- [ ] Fixed asset register split and depreciation hand-over
- [ ] Insurance: which policies the buyer stays on, claim handling and the replacement cover date

## Facilities and operations

- [ ] Shared office space: floors, desks, badge access and sublease or licence terms
- [ ] Warehouse, plant or lab space shared after closing, with cost allocation method
- [ ] Shared equipment and maintenance contracts, including who pays for repairs
- [ ] Utilities, cleaning and security services allocated by headcount or square metre
- [ ] Health and safety responsibility and incident reporting inside shared sites
- [ ] Mail, reception and switchboard handling for the transferred business

## Commercial and customer-facing

- [ ] Customer contracts that still name the seller and the novation or assignment plan for each
- [ ] Supplier contracts and purchase orders placed through the seller's procurement system
- [ ] Order management, invoicing and collections run on seller systems until cut-over
- [ ] Brand and trademark licence: how long the buyer may use the seller's name and logo
- [ ] Shared pricing lists, rebates and distributor agreements that need re-papering
- [ ] Customer and supplier communication plan, with a joint statement agreed before closing
- [ ] Regulatory licences and permits held by the seller that the buyer relies on during the term

## Exit and termination

- [ ] Service-by-service end dates, with extension rights and the price of each extension
- [ ] Early termination notice period per service and any minimum fee
- [ ] Migration milestones and a named owner for each, reviewed in a fortnightly steering call
- [ ] Data return and deletion: format, deadline and written confirmation from the seller
- [ ] Final reconciliation of TSA fees, pass-through costs and disputed invoices
- [ ] Knowledge transfer sessions and documentation hand-over before the last service ends
- [ ] Post-TSA support: a short hypercare window with a named contact and hourly rate
- [ ] Record retention: who keeps the deal data room and the TSA records, and for how long