Transition Services Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Transition Services Agreement

Transition Services Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date")

BY AND BETWEEN:

{{provider_company_name}}, a company duly incorporated under the laws of {{provider_jurisdiction}}, with its principal place of business at {{provider_company_address}} (the "Service Provider");

AND

{{recipient_company_name}}, a company duly incorporated under the laws of {{recipient_jurisdiction}}, with its principal place of business at {{recipient_company_address}} (the "Service Recipient").

WHEREAS, the Service Provider and Service Recipient have entered into a {{primary_agreement_type}} dated {{primary_agreement_date}} (the “Primary Agreement”);

WHEREAS, in connection with the Primary Agreement, the Service Provider has agreed to provide, and the Service Recipient has agreed to receive, certain services for a transitional period as set forth herein.

1. DEFINITIONS

"Services" means the services to be provided by the Service Provider to the Service Recipient as described in Schedule A hereto.

"Service Period" means the period commencing on the Effective Date and ending on the earlier of (a) {{end_date_DD_MM_YYYY}} or (b) the date of termination of this Agreement in accordance with its terms.

"Service Fees" means the fees payable by the Service Recipient to the Service Provider for the provision of the Services, as set forth in Schedule B hereto.

2. PROVISION OF SERVICES

2.1. During the Service Period, the Service Provider shall provide the Services to the Service Recipient with reasonable care and skill, in a professional and workmanlike manner, and in accordance with the standards generally observed in the industry.

2.2. The Service Provider shall use commercially reasonable efforts to make personnel available to perform the Services. However, the Service Provider shall not be obligated to dedicate specific individuals to the performance of the Services.

2.3. The Service Recipient shall provide the Service Provider with all necessary access, information, and cooperation reasonably required by the Service Provider to perform the Services.

3. SERVICE FEES AND PAYMENT TERMS

3.1. In consideration for the Services, the Service Recipient shall pay the Service Provider the Service Fees as set forth in Schedule B.

3.2. All invoices for Service Fees shall be submitted by the Service Provider to the Service Recipient on a {{billing_frequency}} basis and shall be payable by the Service Recipient within {{payment_days}} days of receipt thereof.

3.3. Any amounts not paid when due shall bear interest at a rate of {{interest_rate_percentage}}% per annum or the maximum rate permitted by law, whichever is lower.

4. TERM AND TERMINATION

4.1. This Agreement shall commence on the Effective Date and shall continue for the Service Period, unless terminated earlier in accordance with the provisions of this Section 4.

4.2. Either party may terminate this Agreement immediately upon written notice to the other party if the other party (a) materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days after receiving written notice thereof, or (b) becomes insolvent or files for bankruptcy.

4.3. Upon termination or expiration of this Agreement, the Service Recipient shall pay to the Service Provider all undisputed Service Fees and other amounts due and owing as of the effective date of termination or expiration.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1. The Service Provider shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement.

5.2. The Service Provider's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Service Fees paid by the Service Recipient under this Agreement.

5.3. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Indemnifying Party’s breach of this Agreement or its gross negligence or willful misconduct.

6. CONFIDENTIALITY

6.1. Both parties acknowledge that in the course of performing their obligations under this Agreement, they may have access to confidential and proprietary information of the other party.

6.2. Each party agrees to keep confidential all such information and not to disclose it to any third party without the prior written consent of the other party, except as required by law.

6.3. This obligation of confidentiality shall survive the termination or expiration of this Agreement.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through good faith negotiations between the parties.

7.3. If the parties are unable to resolve the dispute within {{negotiation_period_days}} days, the dispute shall be referred to mediation in accordance with the rules of {{mediation_body}}.

7.4. If mediation is unsuccessful, the dispute may be referred to arbitration in accordance with the rules of {{arbitration_body}}.

8. ENTIRE AGREEMENT

This Agreement, including its Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

9. AMENDMENTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties.

10. NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or transmitted by email to the addresses specified below:

If to Service Provider:

{{provider_company_name}}

{{provider_address}}

Attention: {{provider_contact_person}}

Email: {{provider_email}}

If to Service Recipient:

{{recipient_company_name}}

{{recipient_address}}

Attention: {{recipient_contact_person}}

Email: {{recipient_email}}

Or such other address as either party may notify the other from time to time.

11. SCHEDULE A: DESCRIPTION OF SERVICES

Provide a detailed list of services to be transitioned, e.g., IT support, HR services, finance and accounting, customer service, logistical support, etc.

- {{service_1_description}} (duration: {{service_1_duration}}, estimated cost: {{service_1_cost}})

- {{service_2_description}} (duration: {{service_2_duration}}, estimated cost: {{service_2_cost}})

- {{service_n_description}} (duration: {{service_n_duration}}, estimated cost: {{service_n_cost}})

Specify service levels, KPIs, and any exclusions.

12. SCHEDULE B: SERVICE FEES AND PAYMENT TERMS

Outline the specific fees for each service or a lump sum, payment schedule, and any applicable taxes.

- {{fee_1_description}}: {{fee_1_amount}} (payment terms: {{fee_1_payment_terms}})

- {{fee_2_description}}: {{fee_2_amount}} (payment terms: {{fee_2_payment_terms}})

- {{fee_n_description}}: {{fee_n_amount}} (payment terms: {{fee_n_payment_terms}})

Specify if fees are fixed, time & materials, or other.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SERVICE PROVIDER

By: _________________________ Date: _____________

Name: {{provider_signer_name}}

Title: {{provider_signer_title}}

SERVICE RECIPIENT

By: _________________________ Date: _____________

Name: {{recipient_signer_name}}

Title: {{recipient_signer_title}}