Transition Services Agreement

This Agreement is made on [Date] between [Seller/Provider Name] ("Provider") and [Buyer/Recipient Name] ("Recipient"), in connection with the [Sale/Transfer] of [Business/Asset Name] completed on [Closing Date].

1. Background

Following the closing of the transaction described above, Provider agrees to continue providing certain support services to Recipient on a transitional basis while Recipient establishes independent operations.

2. Transition Services

Provider will provide the following services (the "Services"): [e.g. IT systems access, payroll processing, customer support, accounting functions — list each service].

3. Term

Services will be provided from [Start Date] until [End Date], unless extended by mutual written agreement or terminated earlier for a specific service under Section 5.

4. Fees and Service Levels

Recipient will pay Provider [Fee Structure — e.g. a monthly fee of [Amount] per service, or cost-plus [Percentage]%], invoiced [Frequency] and due within [Number] days. Provider will perform the Services at substantially the same level of care and quality as provided prior to the Closing Date.

5. Early Termination

Recipient may terminate any individual Service early with [Number] days' written notice once it has transitioned that function in-house or to a third party, with fees prorated accordingly.

6. Limitation of Liability

Provider's total liability under this Agreement will not exceed the total fees paid for the specific Service giving rise to the claim.

7. Confidentiality

Each party will keep confidential any non-public information of the other accessed in the course of performing or receiving the Services.

8. Governing Law

This Agreement is governed by the laws of the State of [State].

Provider: ______________________ Date: ____________ Recipient: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Transition services agreements are typically negotiated as part of a larger purchase agreement — have a licensed attorney review both documents together for consistency.*