Given the time and resources that are often required to conclude an ASD, parties should decide at an early stage whether an ASD is warranted. Not all agreements require an ASD: the determination is to network the seller and the target activity, as well as the particular capabilities of each party. Will the transfer, for example, have the purchaser acquire all the assets (systems, service contracts, licenses, etc.) necessary to manage the transaction in question (i.e. the “clean break”)? If so, is the buyer confident that he can manage the divested transaction without the seller`s help? Will the seller also be able to manage his retained transaction without assets or assistance from the divested transaction? If the answer to these questions is “yes,” there may not be a need for ASD. However, if one of the parties needs an asset or support from the other party after closing, an ASD is required. Parties to an ASD must understand whether there is identifiable personal information related to the health insurance system and the liability law, or other sensitive or confidential information used in the services provided. In this case, you should consider appropriate security measures for the buyer and seller, as well as for their respective employees and contractors. Systems and services. The vendor must identify the systems and services currently used to carry out the target transaction, including those that are essential to the targeted activity. Depending on the nature of the transaction, potential items must be taken into account: while ASDs often cover the provision of services from seller to buyer (known as “Forward TSA”), this is not always the case. In a “reverse TSA” situation, the flow of services between the buyer (or target activity) to the seller is made. The reverse is often necessary when critical resources or resources need to be transferred at the same time as the activity, for example. B a data center used by the seller`s company or by technical staff used to support applications or systems used by both the target activity and the seller`s reserved activity.
Issues that concern the seller (as the recipient) under the reverse TSA generally correspond to those of concern to the buyer in the context of a TSA TSA. TSAs Compared to outsourcing agreements, Beit-TSAs and outsourcing contracts often include a portion that provides the other party with services that can be critical to the operation of the service recipient`s business.