Draft Tsa Markup

---
name: draft-tsa-markup-buyer-side
task_id: corporate-ma/draft-tsa-markup
description: Guides buyer-side redline of a seller-drafted transition services agreement by applying the buyer’s playbook, the signed acquisition agreement, and supporting cost data to produce a fully annotated markup, including proposed additions where the draft is silent.
activates_for: [planner, solver, checker]
---

# Skill: Buyer-Side TSA Markup Against Playbook and APA

## 1. Subject-matter triage (only if applicable)

- Treat this as a markup-and-redline task, not a memo task: the primary deliverable is the annotated TSA itself.
- Identify all operative inputs before drafting changes: the seller draft, the buyer playbook, the signed acquisition agreement, and the historical cost data.
- If only one service area or issue cluster is actually in scope, say so affirmatively; otherwise enumerate the service categories, fee topics, operational obligations, and legal overrides you will work through.

## 2. Failure modes the skill is correcting

- The markup revises existing language but leaves missing service categories unaddressed, so gaps in coverage persist because no new section or exhibit is drafted.
- Fee language is changed without tying the proposed economics to the historical cost data, leaving the revision commercially unsupported.
- Provisions that conflict with the signed acquisition agreement are handled as ordinary edits instead of being flagged as structural defects that control the markup approach.
- Comments state that a clause is “not acceptable” or “per playbook” without explaining the contractual, operational, or commercial reason for the change.
- Redline changes are shown only through formatting, so the operative edits are not legible once exported or converted.
- The draft does not distinguish between buyer-favorable playbook positions, APA-mandated changes, and ordinary negotiation points.
- Silence in the seller draft is treated as intentional, when the buyer needs affirmative drafting for services, timing, billing, audit, data return, access termination, or change-order mechanics.

## 3. Legal frameworks / domain conventions that apply

- The signed acquisition agreement governs the post-closing relationship; the TSA is subordinate and must conform to any express post-closing service, cost, allocation, or transition provisions.
- Buyer-side TSA drafting typically uses cost-recovery economics, service schedules, service levels, change-order controls, audit rights, payment mechanics, indemnity allocation, data return, and system-access termination provisions.
- Historical cost data is the evidentiary basis for fee revisions and allocations; unsupported pricing edits are commercially weak even if they align with the playbook.
- Service-level language should be operationally specific enough to measure performance, remediate failure, and support transition completion.
- Change-order mechanics should require prior written approval and a pricing method that is ascertainable from the agreement or its exhibits.
- Audit rights should be drafted with a workable notice period, reasonable access, and a clear scope tied to billed services and supporting records.
- End-of-term mechanics should address transition out, data return, retention limits, access cutoffs, and cooperation needed to unwind shared systems or processes.
- Any provision that contradicts the APA should be corrected as a priority and commented as such, because the TSA cannot override the deal documents.
- If legal propositions are relied on in comments, identify the governing contractual source or generally recognized transactional convention supporting the point; avoid conclusory assertions without a stated basis.

## 4. Analytical scaffolds

- Read the playbook first and extract every buyer position that could affect the TSA, including mandatory language, fallback language, and prohibited concepts.
- Read the APA next and list every clause that bears on transition services, post-closing costs, separation, allocations, access, confidentiality, indemnity, dispute resolution, or term.
- Review the historical cost data by service category and tie each proposed fee change to the relevant cost basis before drafting the markup.
- Work provision by provision through the seller draft, comparing each clause against the playbook, the APA, and market-conventional TSA mechanics.
- For each substantive deviation, decide whether the right response is: revise existing text, add a new sentence, add a new section, add a schedule, or escalate as an APA inconsistency.
- Where the seller draft is silent on a required topic, draft affirmative language rather than relying on a comment that flags the omission.
- Mark every textual change with a plain-text redline convention that survives export, and pair each with a short rationale comment.
- Keep comments practical: state what changes, why it changes, and what contractual or commercial consequence follows.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Prioritize in this order: APA inconsistency, then playbook-mandated position, then cost-supported economics, then market-cleanup drafting.
- A provision that conflicts with the APA should be treated as overriding the ordinary playbook preference.
- Fee support should flow from historical cost data, but service scope and operational protections may still require drafting even where data is incomplete.
- Use the service term to organize obligations that begin at signing or closing, continue during the transition period, and terminate with exit mechanics.
- Where multiple services or periods are implicated, analyze them separately rather than collapsing them into one generalized treatment.
- If the clause affects different time slices—pre-closing, transition period, extension period, or wind-down—make the temporal sequencing explicit in the markup.

## 6. Output structure conventions

- Produce a single redlined TSA as the operative deliverable; do not substitute a summary for the markup.
- Use robust textual redline markers in addition to any visual formatting, such as [DELETED: …], [INSERTED: …], and [REPLACED: old → new].
- Attach a concise bracketed rationale to each substantive edit, using a consistent form such as [Rationale: playbook alignment; APA conformity; cost support; operational clarity].
- Where you add a new section or exhibit, label it clearly and draft operative language, not a description of what should be added.
- Preserve deal-document tone and drafting conventions; do not editorialize outside the redline comments.
- If comments reference controlling authority for a legal proposition, name the governing contractual source or recognized transactional convention that supports the point.
- Ensure the final file is a complete markup document with operative clauses, not a commentary outline or issues list.