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Business Managed Contract

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BUSINESS MANAGED CONTRACT

This Business Managed Contract (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client is engaged in the operation of its business and requires managed services to perform certain operational, administrative, or technical functions described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to provide the managed services set forth below under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

1. Scope of Work

Provider shall perform the services in a professional and workmanlike manner, in accordance with industry standards, and shall allocate sufficient qualified personnel to meet the deadlines and service levels agreed herein. Any material change to the Scope of Work shall require a written amendment signed by both parties.

2. Payment Terms

Fixed fee for services    Recurring management fee    Time and materials

Invoices submitted by Provider shall be due and payable within the Invoice Terms. Client shall not unreasonably withhold payment for properly submitted invoices. Disputed amounts shall be promptly notified to Provider and the undisputed portion shall remain payable.

Overdue amounts shall bear interest at the Late Payment Fee rate specified above, compounded monthly, to the fullest extent permitted by law. Collection costs, including reasonable attorneys' fees, shall be recoverable by the prevailing party.

3. Term and Termination

Term Commencement: . Term Expiration: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

4. Confidentiality

“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial data, technical information, client lists, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was already in the receiving party’s lawful possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of or reference to the disclosing party’s Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information only to perform obligations under this Agreement. Equitable relief, including injunction, shall be available for breaches of this Section.

5. Liability and Indemnification

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable law. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

6. Independent Contractor; Assignment

Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or as part of a sale of substantially all of its assets.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that any litigation arising from this Agreement shall be brought in courts of competent jurisdiction within that State, subject to the parties' rights to seek provisional equitable relief in other courts when necessary.

8. Entire Agreement; Amendment

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment shall be effective unless executed in writing by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below for each party and shall be deemed given upon personal delivery, upon confirmation of delivery by overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have read and understand this Agreement and that they have had the opportunity to seek independent legal counsel. Headings are for convenience only and do not affect interpretation.

Client:

By:

Date:

Service Provider:

By:

Date:

Enter text✕

What a Business Managed Contract Is and When It’s Used

A Business Managed Contract is a written agreement that sets out managed services or ongoing business support between a service provider and a client. It defines scope of services, service level agreements (SLAs), performance metrics, payment terms, term and renewal, confidentiality, data protection, and termination rights. The contract typically includes roles and responsibilities, change control, liability limits, and dispute resolution. When executed properly it allocates operational risk, clarifies expectations for recurring services, and establishes measurable performance standards that govern long-term commercial relationships.

Why a Clear Managed Contract Matters for Business Operations

A well-drafted Business Managed Contract reduces ambiguity about deliverables, protects both parties from unexpected risk, and enables enforceable remedies if performance falls short. It also helps budget forecasting, sets billing milestones, and documents compliance obligations such as data protection or industry-specific rules like HIPAA.

Why a Clear Managed Contract Matters for Business Operations

Who Typically Prepares and Signs a Business Managed Contract

The contract is used by a range of organizations that outsource or centralize ongoing services.

  • Small and midsize businesses that outsource IT, payroll, or facilities management to focus on core operations.
  • Managed service providers and vendors who standardize recurring engagements and need repeatable contract templates.
  • Corporate procurement, legal, and vendor management teams that approve terms and centralize contract repositories.

The signers and preparers should match the company’s authority matrix and record-keeping policies.

Who Can Sign on Behalf of the Parties

Executive Signer

An officer such as a CEO, CFO, or authorized corporate officer who has signature authority under company bylaws or delegation policies. Their signature binds the entity and is typically required for high-value or long-term managed contracts.

Authorized Agent

A procurement manager, director of operations, or attorney-in-fact with written delegation may sign lower-value or operational agreements. Document and retain delegation records to demonstrate authority if questioned.

Core Components to Include in a Business Managed Contract

A complete managed contract covers technical, commercial, and legal elements so both parties know deliverables, performance metrics, remedies, and compliance obligations.

Scope of Services

A precise description of services, deliverables, exclusions, measurable acceptance criteria, and change-order procedures to avoid scope creep and disputes.

Service Levels

SLAs, uptime or response time targets, measurement windows, reporting cadence, and remedies such as credits or termination rights for unmet performance.

Fees and Payment

Pricing model (fixed, per-user, subscription), invoicing schedule, late-payment interest, taxes, and any pass-through costs or expense reimbursement rules.

Term and Termination

Initial term, renewal mechanics (automatic vs. manual), termination for convenience and for cause, and post-termination transition assistance obligations.

Confidentiality and Data Protection

Nondisclosure obligations, data handling standards, security controls, breach notification timelines, and compliance with HIPAA or other applicable laws where relevant.

Liability and Indemnities

Limitations of liability, caps, carve-outs for wilful misconduct, insurance requirements, and indemnity scope for third-party claims.

Step-by-Step: Preparing, Completing, and Executing the Contract

Follow these sequential steps to draft, approve, sign, and distribute a Business Managed Contract with a clear audit trail.

  • 01
    Collect Details: Assemble party legal names, scope exhibits, pricing schedules, and insurance certificates before drafting.
  • 02
    Draft Terms: Use standard clauses for term, SLA, confidentiality, data protection, and dispute resolution tailored to the engagement.
  • 03
    Internal Review: Route to legal, procurement, and finance for approval and capture reviewer sign-off or redlines in one record.
  • 04
    Execute and Archive: Obtain signatures electronically or on paper, record the audit trail, and store final agreement in the contract repository.

Configuring an Online Workflow for the Managed Contract

A consistent online workflow shortens turnaround and preserves an auditable signing history for compliance and recordkeeping.

Field Configuration
Template Create a reusable template with locked clauses and replaceable exhibits.
Conditional Clauses Use conditional fields to show clauses based on pricing tier or jurisdiction selection.
Signer Authentication Require email verification, SMS code, or stronger methods for sensitive agreements.
Bulk Send Enable bulk distribution for standard renewals or one-to-many acknowledgements.

Typical Routing and Submission Path for a Managed Contract

Understand standard destinations and routing so copies and obligations reach the right teams and systems.

  • Originator: Procurement or account manager prepares the draft and selects signers.
  • Internal Approvals: Legal and finance review and either approve or request redlines.
  • Signature: Signers authenticate and apply signatures; audit trail is recorded.
  • Archive: Final document stored in contract repository and integrated systems.

Technology and Format Requirements for Electronic Execution

Use e-signature platforms that support required file formats, integrations, and compliance features for your industry.

  • File Types: PDF, DOCX, and HTML formats accepted.
  • Integrations: Connectors for Salesforce, NetSuite, Google Workspace, Box, and Procore.
  • Authentication: Email, SMS, KBA, or advanced signer authentication options.

Common Deadlines and Timing Expectations

Key dates and notice windows should be stated clearly to avoid breaches of contract and missed renewal or termination windows.

Signature Deadline:

Specify how long an offer remains open (commonly 15–30 days) to avoid ambiguity.

SLA Measurement Window:

Define monthly or quarterly measurement and reporting periods for service levels.

Renewal Notice:

Typical advance notice for nonrenewal is 30–90 days before term end.

Invoice Payment:

Standard payment terms are Net 30 unless otherwise specified in the fee section.

Record Retention:

Follow retention schedule for executed contracts and related records per company policy.

Key Milestones and Processing Stages

A simple milestone timeline clarifies major stages from draft to post-execution obligations.

01

Drafting

Prepare initial draft and assemble exhibits for internal review.

02

Negotiation

Track redlines and capture negotiated changes with version control.

03

Execution

Obtain required signatures and record audit trail for each signer.

04

Post-Execution

Distribute copies, activate onboarding, and start SLA monitoring.

Common Preparation Mistakes to Avoid

  • Using inconsistent legal names or abbreviations that prevent clear party identification during enforcement.
  • Failing to attach key exhibits such as scope, pricing schedules, or security addenda referenced in the main agreement.
  • Leaving performance metrics vague or undefined, making SLA enforcement and credits impossible to calculate.
  • Skipping a delegated signature authority check that later leads to claims a signer lacked capacity to bind the entity.

Risks and Consequences of an Incorrect or Incomplete Contract

Invalid Signature: May render agreement unenforceable
Ambiguous Terms: Invites disputes and litigation
Noncompliance: Triggers regulatory fines and remediation costs
Data Breach: Potential HIPAA or privacy liability
Missed Deadlines: Loss of termination rights or automatic renewals
Tax Exposure: Incorrect reporting or withholding obligations

Essential Contract Fields to Include in Every Managed Agreement

Parties: Full legal names
Effective Date: MM/DD/YYYY format
Scope: Detailed deliverables
Fees: Amounts and due dates
Termination: Notice and cause
Signatures: Printed name and title

Real-World Examples of Managed Contracts in Use

These concise examples show how organizations apply managed contracts to recurring operational workflows.

Optica Ventures LLC

Optica standardized its managed services template to streamline renewals and approvals

  • The interface is simple and easy-to-use for internal teams
  • By using a consistent contract template Optica reduced approval cycles and improved customer turnaround while keeping records auditable and centrally stored.

Tech Data

Tech Data integrated contract execution with billing to accelerate revenue recognition

  • Tech Data uses airSlate SignNow to improve internal and external customer service
  • Integration allowed Tech Data to shorten lead-to-revenue timelines, reduce manual entry errors, and centralize signed agreements for audit purposes.

Comparing eSignature Options for Executing a Business Managed Contract

Vendor selection affects cost, compliance features, and envelope limits. This table compares core pricing and capability points; signNow is listed first by platform rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About Business Managed Contracts

Answers to common questions about signing, enforceability, and practical execution with electronic tools.


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