The Carve Out and TSA Software Exit Guide
A practical guide for separating a software estate in a carve out, from mapping shared agreements to a bounded TSA and a clean standalone footing.
The carve out software exit guide is a practical guide for buyers and sellers separating a software estate in a carve out or divestiture, where transitional service agreements, shared contracts and lost parent entitlements create exposure on both sides. It sets out how to map the shared estate, plan the separation, scope the TSA, and stand up the carved business on a clean, licensed footing. This page summarises the guide and gives you the full version on request.
A carve out is the hardest software separation, because the divested business often runs on the parent's agreements and loses that entitlement on day one. The carve out software exit guide shows how to find those dependencies before close and fund the gap, rather than discovering it as an audit or an outage afterward.
What the carve out software exit guide covers
The guide follows the separation calendar, from mapping shared agreements to a clean standalone estate. It is written for the buyer, paid only by the acquirer, with no affiliation to any publisher or reseller, so the guidance points toward the cheapest defensible position.
| Chapter | Question it answers | Buyer outcome |
|---|---|---|
| Shared estate | What does the parent own | Dependencies mapped |
| Separation | What transfers and what does not | A separation plan |
| TSA scope | What the parent runs temporarily | A bounded, priced TSA |
| Re licensing | What new agreements are needed | A funded gap |
| Exit | How to leave the TSA cleanly | A standalone estate |
- A carved business often runs on the parent's agreements and loses that entitlement on close.
- Shared and group wide contracts rarely assign cleanly, so new agreements are frequently needed.
- The transitional service agreement should be bounded and priced, not an open ended dependency.
- Mapping dependencies before close lets the buyer fund the re licensing gap as a price adjustment.
- Both sides carry risk, so the separation is planned jointly but defended independently.
- Map the shared estate first. Establish what the carved business relies on from the parent before close.
- Bound the TSA. Scope and price the transitional services and set a clear exit, not an open dependency.
- Fund the re licensing. Price the new agreements the standalone business needs into the deal.
- Plan the exit early. Stand up the clean estate before the TSA ends, not after.
The guide supports the wider carve outs and TSA guide and the carve out and TSA service, where the method is applied to a live separation. For the questions buyers ask most, see the FAQ below.
Get the carve out software exit guide
Enter your name and work email. The guide opens immediately after you submit. We send it to deal and separation teams only, so a corporate email is required.
Your details are used only to send this paper and relevant advisory updates. We hold no affiliation with any software publisher or reseller.
Frequently asked questions
What is in the carve out software exit guide?
It covers mapping shared and group wide agreements, planning the separation, scoping and pricing the transitional service agreement, re licensing the standalone business, and exiting the TSA onto a clean estate.
Who is the guide for?
Buyers and sellers in a carve out or divestiture: corporate development, separation leads, CFOs and CIOs, and the procurement and software asset management leaders who stand up the standalone business.
Why do I need a work email to download it?
We share the paper with deal and separation teams. A work email lets us confirm you are in that audience and send relevant advisory updates.
Does the guide replace a carve out engagement?
No. It explains the method so you can plan the separation. A live carve out still benefits from a senior led review tailored to the shared estate and the TSA.
Is this legal advice?
No. It is commercial and licensing advisory guidance. We recommend your own counsel interpret the legal effect of any contract clause or assignment.
Want this applied to your separation?
Bring us the carve out. We map the shared estate, scope the TSA and plan the exit onto a clean standalone footing.