The service catalog is the line by line schedule inside the TSA that lists each service the seller provides to Newco. It defines scope, exclusions, deliverables, pricing methodology and service levels for every workstream, and it is the document that gets read every time there is a dispute.
The TSA itself is usually a short master contract. The service catalog is the long document. A mid-market carve-out catalog can run hundreds of pages, with a service line per area, often dozens of lines inside IT and finance alone. Each line typically includes service name, description of what the seller will do, what the seller will not do, the deliverable or output, the unit of consumption, the price or pricing methodology, and the SLA.
The catalog is also where most TSA disputes start. Scope ambiguity, missing exclusions, vague service descriptions and silent assumptions all live in the catalog. A line that says "general IT support" without a defined deliverable will be priced and interpreted by the seller, not the buyer. A line that omits an exclusion implicitly includes the work. The seller's drafting bias runs through every line.
A buyer-side review of the catalog is a tight, structured exercise. Each service line is graded on scope clarity, pricing methodology, SLA coverage and exit terms. The lines that fail those tests are flagged and renegotiated where the deal still has leverage. After signing, the catalog becomes harder to change. Before signing, it is still a draft.
As an exhibit to the TSA, sometimes labelled Schedule A or Annex 1. In the governance committee minutes, where service line changes are logged. In monthly invoices, where the catalog line number is referenced against the charge. In dispute escalations, where the catalog text is the determining language. In the next sponsor's diligence, where the catalog is used to walk the exit position service line by service line.
Transition Services Agreement · SLA · Cost-Plus Pricing · Pass-Through · Workstream
The Pre-Signing review grades the catalog line by line and rewrites the ones that fail.