When the carve-out cannot fully separate, the buyer ends up providing services back to the seller. The reverse TSA is the contract that governs it. Most buyers under price, over scope, and absorb risk they should have allocated. We structure it from the buyer's side.
Reverse TSAs get less attention than standard TSAs because they are smaller and viewed as a favor to the seller. They are not a favor. They are a service contract that locks up buyer capacity, exposes the buyer to risk, and frequently runs at breakeven or below. The work is to fix that, before signature or before exit.
A factory, a contract manufacturing line, a regulated IT system, a customer service operation. The seller cannot replace it on Day One.
Drafted as an afterthought, priced as a favor, scoped as everything the seller might need.
The CFO sees cost. The COO sees distraction. Without proper structuring, the reverse TSA bleeds value out of the carve-out.
Indemnities, insurance, liability caps, data protection. The seller's lawyers wrote these clauses. The buyer accepted them.
No defined termination right. No service withdrawal trigger. The buyer is locked in until the seller decides otherwise.
Reverse TSAs reward the same rigor as standard TSAs, applied from the opposite perspective. The buyer is now the provider. The pricing, scope, and risk allocation work in reverse. We bring the same buyer-side discipline to the supplier seat.
True cost of providing each service, including allocated overhead, stranded capacity, and opportunity cost. The floor under any price.
Cost-plus, fixed fee, or hybrid. Mark-up that compensates the buyer for risk, capacity, and disruption. Not a favor price.
Tight definition of what is provided, what is not, and what triggers a scope review. No catchall clauses.
Indemnities, liability caps, insurance, data and IP protection. Aligned with the buyer's risk profile, not the seller's preferred form.
Defined termination triggers. Service withdrawal rights. Step down provisions as the seller stands up replacement capacity.
Governance, change control, dispute path. The reverse TSA needs the same operational rigor as the forward one. Not afterthought language.
Anonymized results from prior engagements. Full case studies available on request under NDA.
Reverse TSA running at 4 percent margin restructured to 42 percent over 18 months via pricing reset and scope tightening.
Open ended reverse TSA capped at 12 months with defined step down and termination triggers. Buyer freed capacity at month 12.
Original liability cap at $50M reduced to $5M with mutual insurance and tightened indemnities. Risk profile matched to fee.
Fixed-fee proposal in 48 hours. Senior team on day one. The first conversation is always free.