This transition services agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our transition services agreement template:
TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the "Agreement") is effective [DATE], BETWEEN: [SELLER NAME], (the "Seller") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME], (the "Buyer") an individual with their main address at: [YOUR COMPLETE ADDRESS] Collectively, the Seller and Buyer shall be referred to as the "Parties." WHEREAS, the Seller is engaged in the business of providing [SPECIFY THE PRODUCT/SERVICES OFFERED BY THE SELLER]; WHEREAS, the Buyer has entered into an Asset Purchase Agreement dated [DATE] hereof (the "Purchase Agreement") with the Seller for the acquisition of assets ("Acquired Asset") for the operation of its business; and WHEREAS, the Buyer shall receive certain transition services in support of its operations of the Acquired Asset from the Seller, and the Buyer desires to continue to receive certain of such services in connection with the Acquired Asset for the time periods set forth herein. NOW, THEREFORE, the Parties agree as follows: TRANSITION SERVICES Except as otherwise expressly provided herein, beginning on the Effective Date of this Agreement, or with respect to certain Transitional Services as set forth in Schedule A attached hereto, as of the respective service commencement date set forth in the applicable Schedule (the "Service Commencement Date"), and continuing until the termination of this Agreement or the termination of the applicable Service, the Seller shall provide to the Buyer, the Services listed in the attached Schedule A to this Agreement as of the Effective Date, except as provided otherwise in any Schedule to this Agreement. Additional Services. From time to time after the Effective Date, the Parties hereto may identify additional services that, upon the mutual agreement of the Parties hereto, the Seller may agree to provide to the Buyer in accordance with the terms of this Agreement (any such service, individually, an "Additional Service," and collectively, "Additional Services") and shall constitute Services under this Agreement. The Parties shall create a Schedule for each Additional Service, setting forth a description of such Additional Service, the time period during which such Additional Service will be provided, the charge, if any, for such Additional Service and any other terms applicable thereto. The Buyer acknowledges and agrees that the Seller shall have no obligation hereunder to provide any Additional Services to the Buyer. Non-Specified Services. In the event that, after the Effective Date, the Seller agrees to provide or causes the provision of any services other than the Services listed in the attached Schedule to this Agreement, or Additional Services agreed upon by the Parties (any such service, individually a "Non-Specified Service" and, collectively, "Non-Specified Services"), then such Non-Specified Services shall constitute Services under this Agreement and shall be deemed to have been rendered in accordance with the terms of this Agreement. SERVICE COSTS AND OTHER CHARGES The terms of payment shall be governed by the payment terms mentioned in Schedule A. The amount of payment to be made by the Buyer to the Seller shall depend upon such Service ("Service Costs"). Invoicing and Settlement of Costs. The Seller shall invoice or notify in writing the Buyer on a monthly basis (not later than the tenth (10th) day of each month), in a manner substantially consistent with the billing practices used in connection with Services provided to the Buyer. The Buyer agrees to pay on or before thirty (30) days after the date on which it is invoiced or otherwise notified (or on or before any other due date previously established) in relation to any Service provided hereunder. In the event that the Buyer fails to pay any such amount due in a timely manner and the Buyer becomes liable for such amount, the Buyer shall be obligated to pay the Seller the full amount due plus any interest due on such amount and any delinquency or other fees accrued. TERM AND TERMINATION Term. Except as otherwise provided, the Seller shall provide to the Buyer, the Transition Services and any Additional Services as identified and agreed upon by the Parties for an initial term of [MONTHS] from the Effective Date (the "Term"). Termination. The present Agreement shall be automatically terminated at the expiration of the period as mentioned in clause 3.1 of the present Agreement, unless the Agreement is renewed at the end of the mentioned term. However, both the Parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of thirty (30) days. NO AGENCY Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties hereto constituted or be deemed to constitute any Party the agent or employee of the other Party for any purpose whatsoever, and neither Party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. SUB-CONTRACTOR The Seller may hire or engage one or more subcontractors to perform all or any of its obligations under this Agreement. The Seller shall in all cases remain primarily responsible for all obligations undertaken by it in this Agreement with respect to the scope, quality and nature of the Services provided to the Buyer. CONFIDENTIALITY Confidential Information. The Parties hereby covenant and agree to hold in trust and maintain confidential all Confidential Information relating to the other Party or any of such other Party's Subsidiaries. Without limiting the generality of the foregoing, Confidential Information relating to a Party or any of its Subsidiaries shall be disclosed only to those employees of the other Party who need to know such information in connection with their ordinary employment activities, and in no event shall any such Confidential Information be disclosed to any other Person.
