Transition services agreement (TSA)
A transition services agreement is a separate contract, signed alongside the purchase agreement, in which the seller agrees to keep providing specific support — bookkeeping, IT, a key relationship, use of a shared system — for a defined period after closing. It exists because some functions cannot simply be handed over on closing day.
Most small business sales assume the seller walks away once the deal closes, sometimes staying on informally for a few weeks to answer questions. A TSA formalizes that support into a real contract, with defined services, a defined end point, and usually a fee, so the arrangement does not turn into an open-ended, uncompensated obligation on the seller or a source of friction over what was actually promised.
What typically goes into one
- The exact services covered — bookkeeping, payroll processing, IT support, a specific customer or supplier relationship
- How much time the seller, or their staff, commits, and at what rate, if any
- A clear end date or wind-down mechanism, rather than an indefinite arrangement
- What happens if a service is not delivered adequately
Why it needs its own document
Folding transition support into the purchase agreement as a vague promise to assist with an orderly transition tends to produce disagreement later about what was actually owed. A standalone TSA with defined scope and term gives both sides something specific to point to, and keeps the transition arrangement separable if the underlying deal ever ends up in dispute.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryBuying & Selling a Business
- 02Treadstone LawLegal commentaryKey Employee Retention Agreements
- 03Canada Revenue AgencyGovernmentSelling a business
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