The buyer wants us to sign a twelve-month Transition Services Agreement to hand over operations, but we want to ensure we are compensated fairly for our time and not dragged back into daily fire-fighting. How do we structure the TSA and define our post-closing roles to ensure a clean break?

Question

Tyler Smith · Accepted Answer

A Transition Services Agreement is often necessary to ensure a smooth transition, but without clear boundaries, you risk being trapped in operational purgatory as an underpaid consultant. You must structure the TSA to protect your time and ensure a clean break. We recommend using your Accountability Chart to define the exact scope of your transition services. List the specific functions you will perform, such as client introductions or system handovers, and define the maximum hours per week you will dedicate to these tasks. Anything outside this scope must be billed at a premium hourly rate. Additionally, the TSA must have a firm expiration date, typically three to six months, with no automatic extensions. You should also negotiate a market-rate monthly retainer for your services, paid upfront, rather than a low hourly wage. This ensures the buyer respects your time and is incentivized to transition responsibilities to their own team quickly. By defining your role clearly and treating your transition services as a professional engagement, you can support the buyer without sacrificing your freedom or peace of mind.