A transition service agreement (TSA) is an agreement between a buyer and a seller in which the seller enters into its services and know-how with the buyer for a certain period of time in order to support the buyer and get used to its newly acquired assets, infrastructure, systems, etc. From the buyer`s perspective, the contract of sale would ideally limit the replication obligation to the limit prescribed by law, leaving the buyer with discretion for non-prescribed benefits. If this cannot be negotiated, an alternative would be to limit the replication obligation to the economically reasonable measure determined by the buyer. If this is not an acceptable alternative, the agreement should at least allow the parties some flexibility to accept changes to service offers (in any case, subject to applicable law). From the seller`s point of view, a certain degree of flexibility should be acceptable, provided that the seller is adequately protected against infringements. For each M&A transaction that had a transition services component, it is up to both the buyer and the seller to reach an agreement on certain important considerations prior to the conclusion of the M&A transaction. These considerations should be negotiated by the parties to the TSA as early as possible, ideally during the due diligence period. The main points to consider when negotiating and establishing an ASD are listed below. Ideally, any negotiated sales contract includes specific obligations to exchange information so that the buyer can implement appropriate performance plans. In some cases, it may be advisable to negotiate an obligation for the seller to establish carve-out or independent plans that can be transferred with the acquired companies. It is obvious that the buyer has a considerable interest in ensuring that this goes smoothly. In cases where the seller will draw up new plans before conclusion, the buyer wishes to have a certain right of consultation or rights with regard to the establishment of service plans to be transferred as part of the purchase transaction. .