What to Include in a Carve-Out TSA Schedule

A transition service agreement (TSA) schedule should identify each service, provider and recipient, scope, pricing basis, duration, extension and exit conditions, responsibilities and dependencies. Link contractual terms to the agreement and distinguish them from management estimates and unresolved assumptions.

AI can help extract candidate terms and compare documents. Financial validation and legal interpretation must remain with the relevant professionals; generated schedules are drafts.

Start from the signed agreement or clearly identified draft version. Record whether each value is contractual, estimated or outstanding. A short label such as IT support is insufficient if the service includes ERP access, infrastructure, licenses and migration assistance.

Distinguish recurring TSA fees, replacement standalone costs, one-off separation expenditure and seller-retained stranded costs. Identify overlaps with the EBITDA bridge and implementation budget to avoid double counting.

Model the timing of service exit rather than assuming every service ends at closing or at the same date. Record renewal provisions and the cost consequences of delays.

A fictional shared ERP service costs €45k per month for 12 months. Its simple base fee is €540k. That amount excludes taxes, scope changes, extensions, migration expenditure and replacement operating costs unless the source agreement expressly includes them.

Verify licensing rights, user scope, hosting dependencies, migration milestones and exit assistance. Link each assumption to its source and ask management or legal counsel to resolve unsupported terms. This is an illustrative calculation, not a customer case study.

Have the operational owner confirm service scope and dependencies, finance reconcile pricing and cost categories, and legal counsel review contractual rights and obligations. Retain disagreements and incomplete evidence in the schedule.

Agree source access, confidentiality and deployment boundaries before using an AI tool with transaction contracts. The reference below provides general AI governance guidance, not a legal TSA template.