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Business IMA Template

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Business IMA Template

This Independent Marketing Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Company operates a business engaged in the sale and marketing of products and services and desires professional marketing and promotional services;

WHEREAS, Agent has represented that it possesses the expertise, personnel, and resources necessary to perform marketing, advertising and promotional services for Company; and

WHEREAS, the parties desire to set forth the terms and conditions under which Agent will provide such services.

Scope of Work

Agent will perform the marketing services described below. The parties acknowledge that specific campaigns, deliverables, milestones and acceptance criteria shall be recorded in writing and appended to this Agreement as attachments or statements of work.

Payment Terms

Company shall pay Agent for services in accordance with the compensation structure set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Agent shall submit invoices in writing in accordance with the payment schedule. Unless otherwise stated, invoices are due within days of receipt.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice of the breach.

Confidentiality

During the Term and for a period of three (3) years thereafter, each party shall keep confidential and shall not disclose or use for any purpose other than the performance of this Agreement any Confidential Information of the other party. "Confidential Information" includes non-public business information, customer lists, pricing, marketing plans, trade secrets, and other information designated as confidential or that reasonably should be understood to be confidential.

Independent Contractor; Compliance

Agent is an independent contractor and not an employee, partner, or joint venturer of Company. Agent is responsible for all federal, state, and local taxes arising from compensation paid under this Agreement and shall comply with all applicable laws and regulations in performing services.

Intellectual Property and Deliverables

Unless otherwise agreed in a written statement of work, all materials, deliverables, and work product created by Agent specifically for Company in connection with this Agreement shall be considered "work made for hire" and assigned to Company upon full payment. Agent retains ownership of pre-existing materials and underlying methodologies.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising from the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Entire Agreement; Amendment

This Agreement, together with any executed statements of work and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and executed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, next business day by overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action.

Company Printed Name:

By:

Date:

Agent Printed Name:

By:

Date:

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What the Business IMA Template Is and when it’s used

The Business IMA Template is a standardized Investment Management Agreement framework used to document the relationship between a business client and an investment manager or advisor. It sets out roles, scope of services, fee schedules, authority limits, reporting obligations, confidentiality, indemnities, and termination mechanics. Organizations use this template to accelerate negotiations, ensure consistent legal terms, and reduce drafting errors while preserving flexibility for deal-specific provisions. The template is suitable for discretionary mandates, advisory arrangements, and sub-advisory relationships where clear governance and compliance controls are required.

Why a clear Business IMA Template matters for your business

A precise IMA template reduces negotiation time, clarifies manager authority, protects fiduciary duties, and provides a repeatable baseline for compliance reviews. Well-structured templates limit ambiguous terms that cause disputes and support consistent onboarding, auditability, and regulatory oversight across client relationships.

Why a clear Business IMA Template matters for your business

Typical teams and roles that complete a Business IMA Template

Multiple internal and external stakeholders use an IMA template to formalize investment relationships and control approval paths.

  • Portfolio managers and investment teams handling discretionary mandates and reporting obligations across accounts.
  • Corporate legal and compliance groups reviewing fiduciary language, data protection, and regulatory clauses.
  • Finance, treasury, and procurement teams tracking fees, audits, and payment terms for third‑party managers.

The template helps coordinate legal, compliance, finance, and investment teams so signatory authority and responsibilities are clear before execution.

Who typically signs and approves these agreements

Chief Investment Officer

The CIO evaluates investment mandates, negotiates manager authority and performance benchmarks, and endorses operational terms before legal executes counterparty agreements.

General Counsel

Legal counsel reviews fiduciary clauses, confidentiality, indemnities, and governing law provisions; counsel confirms compliance exposure and signs where corporate policy requires legal signoff.

Core sections to include in a professional Business IMA Template

A complete IMA template groups essential terms so reviewers can locate and negotiate specific exposures quickly. Include governance, fees, reporting, limits, and termination terms as separate, clear sections.

Scope of Services

Describe permitted investments, discretionary authority levels, and prohibited activities so the manager’s responsibilities and limits are unambiguous throughout the relationship.

Fees and Expenses

Specify management, performance, and reimbursable expenses; include billing frequency, clawback rules, and how fees are calculated and reported to clients.

Reporting

Set reporting cadence, required statements, benchmark comparisons, and data formats to support accounting, oversight, and client transparency obligations.

Delegation

Address sub-advisory arrangements, third-party service providers, and the manager’s ability to delegate while remaining responsible for oversight.

Confidentiality

Define confidential information scope, permitted disclosures, data security expectations, and duration of confidentiality obligations after termination.

Termination

List termination for cause and convenience, notice periods, transition assistance, and post-termination obligations including final accounting and custody instructions.

Step-by-step: completing and executing the template

Follow these practical steps to fill, review, and execute the Business IMA Template with minimal friction.

  • 01
    Prepare draft: Populate party names, effective date, and fee terms.
  • 02
    Internal review: Circulate to legal, compliance, and finance for markups.
  • 03
    Negotiate terms: Resolve material points and track agreed edits.
  • 04
    Execute: Obtain authorized signatures and retain executed copy.

How online completion and routing typically flow

A consistent e‑workflow reduces cycles and captures an auditable trail from draft to execution.

  • Upload document: Sender uploads the IMA template to the signing platform.
  • Place fields: Add signature, initial, date, and conditional fields where needed.
  • Add signers: Define signer roles and signing order for sequential routing.
  • Complete signing: Signers authenticate, sign, and receive final executed copies with audit logs.

Recommended workflow settings for e‑execution

Configure your signing workflow to match organizational approval policies and regulatory requirements.

Field Configuration
Signature Order Sequential signing with legal or compliance first where required.
Authentication Use email plus SMS code or KBA for high-risk signers.
Conditional Fields Show fee or indemnity sections only when relevant parties are present.
Reminders Set automatic reminders at configurable intervals for outstanding signers.

Technical and security considerations for electronic IMA execution

Ensure your signing platform supports required authentication and audit capabilities before e-signing sensitive agreements.

  • Authentication: Multi-factor options recommended
  • Audit Trail: Timestamps, IP, and action log
  • Integrations: CRM and document storage links

Timing considerations, key deadlines, and processing expectations

Track dates that affect fee calculations, notice periods, renewal windows, and reporting to ensure obligations are met on time.

Effective Date:

Start of obligations and fee accruals.

Notice Periods:

Typically 30–90 days depending on termination clause.

Renewal Window:

Automatic renewal dates must be monitored for opt-out.

Reporting Deadlines:

Deliver performance reports per agreed cadence.

Transition Timelines:

Specify deadlines for transfer of assets and records.

Common preparation errors to avoid

  • Leaving fee calculation methods ambiguous, causing post-execution disputes and reconciliation difficulties.
  • Using inconsistent party names across schedules, which delays banking setups and tax reporting.
  • Failing to define delegation rules clearly, leading to unapproved sub-advisory arrangements.
  • Omitting required regulatory disclosures or client consents that trigger compliance review cycles.

Contractual and compliance risks from incorrect IMAs

Enforceability Risk: May be unenforceable
Fiduciary Exposure: Regulatory scrutiny possible
Reputational Harm: Client trust erosion
Financial Loss: Unintended fee credits
Operational Delay: Onboarding stalls
Recordkeeping Gap: Audit findings risk

Typical vendor pricing and feature comparison for e-signing an IMA

Compare core cost and capability dimensions relevant to executing IMAs. signNow is listed first per standard comparison format.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Business Premium) Yes (plan dependent) Yes (plan dependent) Yes (plan dependent) Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security and compliance features to verify before e‑execution

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trails: Timestamped action logs and signer attribution
Certifications: SOC 2 Type II and ISO 27001
Regulatory: ESIGN and UETA compliance
Healthcare: HIPAA support with BAA required
FDA Records: 21 CFR Part 11 support available

Real-world examples of the template in use

Two brief examples show practical outcomes when organizations standardize on an IMA template for recurring investment arrangements.

Optica Ventures

Optica standardized an IMA across funds to reduce review time by centralizing terms and exhibits.

  • Standardization improved internal consistency and client onboarding speed.
  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers, which reduced execution delays and follow-ups.

Martin Properties

A real estate manager used the template to formalize advisory mandates across property vehicles.

  • Clear delegation and reporting terms reduced disputes.
  • I can process and execute all of these documents online with 100% compliance and built-in security, enabling efficient remote closings and cleaner audit trails.

FAQs and troubleshooting for the Business IMA Template

Answers to common legal, technical, and execution questions when working with the Business IMA Template.


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