Draft Issues List For Transition Services Agreement Tsa

---
name: draft-issues-list-tsa
task_id: corporate-ma/draft-issues-list-for-transition-services-agreement-tsa
description: Guides preparation of a prioritized transition services agreement issues list memo. Focuses on identifying drafting gaps, sequencing issues by priority, comparing terms to market practice at a category level where helpful, analyzing interactions among provisions, and proposing revised language at a procedural level without relying on scenario-specific facts or predetermined conclusions.
activates_for: [planner, solver, checker]
---

# Skill: Draft Issues List for Transition Services Agreement (TSA)

## 1. Subject-matter triage

- This skill applies to a negotiated TSA issues memo built from the draft TSA and the related transaction materials that frame the transition.
- Treat the TSA as an operating agreement, not a standalone form exercise: read it together with the SPA excerpts, dependency analysis, and any business email that signals transition constraints, sequencing, or negotiation priorities.
- Map the TSA services into buckets before analysis: service scope, service levels, term and exit, fees and cost allocation, systems access, data and privacy, personnel and support, liability and remedies, compliance, and handoff mechanics.
- If the source set contains multiple service streams, counterparties, dates, or transition phases, separate them first and analyze each stream distinctly before drafting the memo.

## 2. Failure modes the skill is correcting

- Flagging TSA clauses one by one without testing whether the package of provisions leaves the buyer without a workable transition remedy, exit path, or service continuity protection.
- Treating market practice as optional color instead of using it to benchmark service standards, termination mechanics, liability allocation, and migration support where the draft departs from ordinary TSA drafting.
- Missing the interaction between the TSA and related deal documents, especially where SPA provisions, dependency assumptions, or operational email guidance constrain the transition.
- Failing to distinguish baseline gaps from negotiable commercial points, which produces an unprioritized list that is hard to use in a live negotiation.
- Describing a problem without tying it to the operative provision, the interacting provision, and the practical consequence for transition execution.
- Drafting recommendations that stop at diagnosis instead of giving the negotiation team an actionable ask framed as drafting or fallback language.

## 3. Legal frameworks / domain conventions that apply

- Service standards: TSAs commonly use measurable performance commitments, escalation mechanics, service credits, or documented response obligations; where the draft lacks them, treat the absence as a drafting gap rather than assuming implied best efforts will suffice.
- Termination mechanics: separate termination rights for individual services are often more operationally useful than an all-or-nothing exit; evaluate whether the draft permits partial exits, staged wind-down, or service-specific cure and replacement rights.
- Liability allocation: compare caps, exclusions, carve-outs, and survival periods to TSA market practice as a category; assess the practical recoverability of service-failure claims rather than the clause in isolation.
- Combined remedy analysis: if the draft combines a broad damages exclusion with a tight cap or other remedy limits, analyze the combined effect under the governing contract law approach to cumulative limitations, not as independent issues.
- Change-control risk: if the seller can alter systems, processes, locations, or personnel used to perform services, review whether the draft includes notice, reasonableness, buyer consultation, or consent for material changes.
- Suspension and fee alignment: if performance can be suspended for force majeure, access limitations, or related carve-outs, check whether the fee structure abates or reallocates cost during the same period.
- Data and privacy: where transition services touch personal data, confidential data, or regulated information, assess whether the draft allocates controller/processor or similar responsibilities, security standards, breach notice, and permitted-use limits at the right level of specificity.
- Migration support: evaluate whether the provider must furnish exports, documentation, knowledge transfer, testing, and reasonable handoff assistance; if not, the draft may be under-specified for a clean separation.
- Cross-document read-through: where the SPA, schedules, dependency analysis, or instruction email set assumptions about separation timing, stranded functions, or retained systems, the TSA should not contradict those assumptions without an explicit issue flag.

## 4. Analytical scaffolds

- Use a prioritized issue-list format with a defined severity scale at the top:
  - Critical: threatens transition continuity, closing readiness, or a meaningful remedy for service failure
  - High: materially affects service control, exit timing, fee fairness, or operational risk
  - Medium: affects implementation quality, compliance, or negotiation leverage
  - Low: drafting cleanup, clarity, or customary refinements
- For each issue, include:
  - the clause, schedule, or absence that creates the gap;
  - the severity label;
  - the market-practice or drafting benchmark, where relevant;
  - the interaction with any other TSA provision or related transaction document;
  - the downstream consequence for the client;
  - a proposed fix framed as draftable language or a negotiation ask.
- When a clause is under-specified, identify the missing operational variables explicitly: metric, trigger, timeframe, responsible party, remedy, and escalation path.
- When multiple service areas are implicated, analyze them separately first, then state any package-level issue created by their combined operation.
- When a point depends on transaction timing, state whether it affects signing, closing, interim operations, or post-closing wind-down.
- Use conditional drafting language for recommendations unless the source documents already fix the answer; the memo should help the negotiation team propose language, not prematurely resolve it.

## 5. Vertical / structural / temporal relationships

- Read vertically across the TSA so that service descriptions, service levels, fee language, liability limits, exceptions, and termination rights are tested against one another.
- Read horizontally across related deal documents when the same operational assumption appears in the SPA excerpts, dependency analysis, or partner email.
- Track timing in three layers:
  - pre-closing readiness and dependencies;
  - closing-to-transition operations;
  - end-of-service handoff and termination.
- If the draft allows unilateral operational change by the provider, test whether notice timing, buyer consent, and transition contingency rights are synchronized.
- If the draft provides staged services or rolling wind-down, test whether term, payment, exit, and migration assistance provisions align across stages.
- If the source documents identify a dependency that can interrupt a service, test whether the TSA allocates fallback performance, backup access, or cure mechanics.

## 6. Output structure conventions

- Draft a prioritized issues list memo in conventional deal style, not a legal brief.
- Start with a short executive snapshot that identifies the highest-priority themes and the likely negotiation posture.
- Follow with an issues table or numbered list ordered by severity and practical urgency.
- For each entry, use a compact issue format:
  - Severity
  - Topic / clause reference
  - Issue
  - Why it matters
  - Related provisions / cross-document touchpoints
  - Suggested fix or negotiation ask
- Include a separate combined-effect section for remedy-limiting provisions, service interruptions, or other interactions that only become meaningful when read together.
- Include a market-practice support section only where it helps explain why a term is unusually light, heavy, or incomplete for a TSA.
- Include a recommended actions block at the end with imperative next steps, the responsible internal role, and a timing anchor tied to the negotiation session, markup cycle, or closing timeline.
- Keep proposed language at a drafting level; avoid definitive conclusions where the issue is still negotiable.
- Do not use rigid rubric-style labels in the memo body; use industry-conventional headings and phrasing instead.