Draft Markup Of Transition Services Agreement Tsa

---
name: draft-markup-tsa-seller
task_id: corporate-ma/draft-markup-of-transition-services-agreement-tsa
description: Guides seller-side transition services agreement redline work where gaps between playbook positions and counterparty draft require priority-tiered classification tied to parent transaction agreement conflicts.
activates_for: [planner, solver, checker]
---

# Skill: Seller-Side TSA Markup

## 1. Subject-matter triage

- This skill applies when the work product is a seller-side markup of a transition services agreement tied to a divestiture or similar separation transaction.
- Separate the draft TSA into service economics, operational mechanics, risk allocation, and hierarchy/conflict issues before editing.
- If the source set contains multiple service packages, schedules, fee tables, or overlapping drafts, enumerate them first and analyze each separately; do not treat a bundle as one generic TSA.
- Treat the parent transaction agreement and any cited playbook as controlling reference points for the markup; the TSA is subordinate on covered subjects.

## 2. Failure modes the skill is correcting

- Redline omits commercial deviations from playbook positions without explaining the practical impact of each deviation.
- Provisions that directly conflict with the parent transaction agreement are not elevated to the highest priority tier in the cover memo.
- Audit-rights notice-period deviations from market convention are treated as minor when they are operationally significant.
- Late-payment and change-order pricing mechanisms are overlooked because the reviewer focuses on substantive representations rather than commercial mechanics.
- The markup changes language without making the revision legible in plain text, so the reader cannot recover the operative edit if formatting is stripped.
- Commentary identifies an issue but stops short of linking the clause to a controlling document, the business effect, and the recommended fix.
- The memo uses qualitative urgency labels without a consistent ordinal severity scheme.

## 3. Legal frameworks / domain conventions that apply

- Transition services agreements commonly use cost-plus or fixed-fee service economics; compare the draft against the playbook and any parent-agreement economics for each service category.
- Audit rights should preserve a meaningful billing-review window and a workable notice period; deviations can shift leverage and impair verification rights.
- Payment terms, invoice timing, cure periods, and late-payment interest are core commercial mechanics and should be checked as a set.
- Change-order provisions should define scope expansion, pricing methodology, approval mechanics, and timing so that service creep does not become open-ended.
- Indemnification should align with the deal allocation for third-party claims, service failures, and acts or omissions in performance.
- Governing law, dispute resolution, limitation of liability, and sequencing of remedies should be reviewed for consistency with the transaction structure and any parent agreement hierarchy.
- Where the source documents invoke a controlling clause, apply that clause as written; where they rely on standard market practice, state the practice convention that supports the edit.

## 4. Analytical scaffolds

- Extract every operative service, fee, and schedule from the draft TSA before editing.
- For each service item, compare the draft economics, term, performance standard, and any carveouts against the playbook position and flag the exact deviation.
- Review billing mechanics as a unit: fee basis, invoice support, payment period, dispute window, late charges, and withholding rights.
- Review audit and access rights as a unit: notice, scope, records access, confidentiality, and reimbursement of audit costs.
- Review change-order mechanics as a unit: trigger, approval, pricing, documentation, and effective date.
- Cross-reference each TSA clause that overlaps with the parent transaction agreement or any incorporated exhibit; if the TSA deviates, elevate the conflict rather than burying it in commentary.
- For each issue, state: the clause at issue, the controlling source position, the practical consequence, and the revision path.
- Use a uniform ordinal severity scale defined once at the top of the memo and apply it consistently across entries.
- Where multiple services, dates, counterparties, or schedules exist, walk them one by one; do not collapse them into a representative sample.
- In every advisory note, close the point with a concrete recommendation directed to the relevant role and tied to the deal timeline.

## 5. Vertical / structural / temporal relationships

- The parent transaction agreement sits above the TSA in hierarchy on overlapping subjects; reconcile the TSA to the higher-order document whenever both address the same matter.
- More specific service schedules control over general boilerplate within the TSA, but they cannot override the parent transaction agreement on conflicting terms.
- Operational timing matters: service commencement, transition period, invoicing cadence, notice windows, cure periods, and termination dates should be checked for internal consistency.
- If a clause affects economics over time, identify the operative period first, then assess the consequence of the drafting position across that period.

## 6. Output structure conventions

- Produce the marked-up TSA first and the memo only after the redline exists and is complete.
- The redline must be legible in plain text as well as in word-processing format.
- Mark every substantive edit with an explicit textual convention such as [DELETED: ...], [INSERTED: ...], or [REPLACED: old → new], and attach a short [Rationale: ...] immediately adjacent to the change.
- Do not rely only on visual track-changes styling; the substantive edit must remain identifiable if styling is stripped.
- The memo should be a concise issue-and-action document organized by severity, with each entry including the clause reference, the controlling source position, the business or legal effect, and the proposed fix.
- Use an ordinal severity field such as Critical / High / Medium / Low and define the scale once at the top.
- Each issue entry should end with a recommendation in imperative form that names the responsible role and a timing anchor tied to the deal process.
- Use standard transaction drafting conventions rather than a rubric-like checklist format.
- Before finalizing, confirm that the redline file contains operative edits, not merely commentary, and that the memo is not a substitute for the markup.