The buyer is requiring a twelve-month Transition Services Agreement for the founder, but we want a clean exit. How do we structure the TSA duties and milestones so the buyer relies on our Integrator and operational systems rather than the exiting owner?

Question

Tyler Smith · Accepted Answer

Buyers often want to lock the founder into a long-term Transition Services Agreement because they are terrified the business will fail without them. However, staying on for twelve months as an advisor without operational authority is a recipe for frustration and conflict.

To negotiate a shorter, cleaner TSA, you must prove that your business is run by an operating system, not by your personal relationships.

Show the buyer your EOS Accountability Chart, which clearly separates your historical founder duties from the daily operational roles. Highlight your Integrator as the person who actually runs the business on a day-to-day basis.

Next, structure the TSA with highly specific, declining hourly milestones. For example, negotiate thirty hours per week for the first month, fifteen hours per week for the second month, and five hours per week for the third month, focusing solely on strategic handoffs and high-level client introductions.

Ensure the TSA explicitly states that you have no operational decision-making power and that any additional hours requested by the buyer will be billed at a premium consulting rate.

By proving your leadership team has the capacity and system to run the company without you, you can safely compress the TSA to ninety days or less, guaranteeing you a clean and timely exit.