1. Service Identification & Scope Definition

1.1 Core IT Services

• Inventory all IT services to be included in the TSA, detailing their current operational state and criticality to business functions.
• Establish the service quality metrics and performance expectations for each service, using clear, objective, and measurable key performance indicators (KPIs).
• Delineate clear boundaries of responsibilities between the provider and the receiver of the services.

1.2 Ancillary Services

• Identify the need for ancillary services, such as training, support, and consultancy, and specify them in the agreement.
• Clearly define the scope and extent of these additional services to avoid misunderstandings.
• Establish the expectations for these services, including delivery timelines, quality, and cost.

2. Contractual Terms & Conditions

2.1 Duration & Exit

• Establish the term of the TSA, ensuring sufficient time for the receiver to transition to independent operation.
• Define clear exit strategies and termination conditions for both parties.
• Include provisions for extension in the event of unforeseen delays.

2.2 Pricing & Payment Structure

• Detail the pricing model, making sure it is comprehensive and includes all cost components.
• Set out clear payment terms and conditions, including the timing, method, and currency of payment.
• Consider potential price adjustment mechanisms for changes in volume, market conditions, or service levels.

2.3 Confidentiality & Data Security

• Ensure the TSA contains strong confidentiality clauses to protect sensitive data.
• Define the data security requirements and the measures to be taken to ensure compliance with these requirements.
• Address the responsibilities and liabilities for any data breaches or violations of data protection laws.

3. Execution, Management & Review

3.1 Service Level Agreements (SLAs)

• Define clear SLAs for each IT service, with measurable performance metrics.
• Establish a mechanism for monitoring and reporting on service levels.
• Define penalties or compensations for non-compliance with SLAs.

3.2 Governance Structure

• Establish a governance structure with roles and responsibilities for managing the TSA.
• Include mechanisms for addressing and resolving service performance issues.
• Define a regular review process to assess the effectiveness of the TSA and to make necessary adjustments.

3.3 Dispute Resolution

• Define a clear process for dispute resolution, with escalation procedures and timeframes.
• Consider including mediation or arbitration clauses to avoid litigation.
• Ensure that the dispute resolution mechanism is fair, transparent, and efficient.