Are electronic signatures legally valid?

Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states so long as intent, consent, attribution and reliable record retention are met.

Do I need notarization for this agreement?

Most commercial managed services agreements do not require notarization. Notarization is only needed when a state or specific transaction requires acknowledgement or for documents affecting real property or certain statutory instruments.

How do I handle PHI in the contract?

If protected health information is involved, include a HIPAA Business Associate Agreement and data protection terms; retain records for six years under 45 CFR §164.530(j).

What if the signer has no TIN or incorrect info?

For payment reporting, collect accurate taxpayer identification numbers; missing or incorrect TINs can trigger backup withholding at 24% and IRS reporting issues.

Can I change the agreement after signing?

Post-execution amendments should be documented in a written amendment signed by authorized representatives; oral modifications are risky and may be unenforceable.

How can I revoke acceptance or cancel the agreement?

Follow the contract's termination and notice provisions. If no termination for convenience exists, negotiate a mutual termination or rely on breach remedies defined in the agreement.

Electronic Signature
Templates
Miscellaneous
Business Managed Services Agreement

Business Managed Services Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS MANAGED SERVICES AGREEMENT

THIS BUSINESS MANAGED SERVICES AGREEMENT (the Agreement) is made and entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Service Provider). Client and Service Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Service Provider is engaged in the business of providing managed information technology, operations, and business process support services and possesses the personnel, expertise and resources necessary to perform such services for Client; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend that this Agreement set forth the full scope, payment terms, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

Service Provider shall provide managed services as described below. The description, deliverables, performance standards and any service level objectives must be set forth with sufficient detail to permit measurement of performance.

Detailed Scope of Work

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the rates and schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Total Contracted Monthly Amount Payment Schedule / Billing Cycle Late Payment Fee Invoicing Instructions

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Notice shall be delivered in accordance with the Notice provision below.

Termination for Cause

Either Party may terminate this Agreement for material breach if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other Party. Confidential Information means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without reference to the disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving Party gives prompt notice to the disclosing Party to permit seeking a protective order.

LIMITATION OF LIABILITY

Except for liability arising from a Party’s gross negligence, willful misconduct, or breach of confidentiality, in no event shall either Party be liable for any indirect, special, incidental, consequential or punitive damages, including lost profits. The Parties’ aggregate liability for direct damages arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a Party may specify by notice in accordance with this section. Notices shall be deemed given on receipt.

Client Address for Notices Service Provider Address for Notices

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

The Parties acknowledge that they have had the opportunity to be represented by counsel and that the terms of this Agreement are the product of negotiation. Headings used in this Agreement are for convenience only and shall not affect interpretation.

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

What a Business Managed Services Agreement Covers

A Business Managed Services Agreement is a written contract that defines ongoing operational, technical, or administrative services one company will deliver to another. It sets the scope of work, service levels, pricing model, invoicing and payment terms, responsibilities for staffing and subcontractors, confidentiality obligations, intellectual property treatment, performance metrics and remedies for nonperformance. Many agreements include provisions for monitoring, reporting, data security, risk allocation, insurance, termination rights and transition assistance to support orderly offboarding if the relationship ends.

Why this Agreement Matters for Your Business

A clear managed services agreement aligns expectations, reduces operational disputes, protects confidential data, and documents remedies for missed service levels. It creates predictable billing and governance that both parties can audit.

Who Typically Prepares and Signs This Agreement

Common users include internal procurement, IT or operations teams and outside vendors responsible for long-term service delivery.

Small and mid-size businesses procuring outsourced IT or managed network services to reduce in-house costs and improve uptime.
Enterprises establishing vendor-managed operations, integrating SLAs and reporting into vendor governance programs.
Managed service providers contracting to deliver ongoing monitoring, helpdesk, cloud or facility management services under fixed or variable fees.

Use legal counsel for atypical liability allocations, carve-outs for regulated data, or complex IP assignments.

Who Signs on Behalf of Each Party

Client Signer

Typically an officer, authorized procurement representative, or general counsel. That signer should have authority to bind the company to payment obligations, termination rights and confidentiality commitments; verify signing authority in corporate bylaws or a board resolution.

Provider Signer

Usually an officer, authorized sales executive or contracting officer. The signer must be authorized to accept liability limits, indemnities and service-level commitments; confirm any delegated signature authority in writing before execution.

Step-by-Step: Completing the Agreement

Follow these practical steps to complete the Business Managed Services Agreement accurately and efficiently.

01

Prepare Documents: Gather SOWs, pricing schedules, insurance certificates and any regulatory addenda.
02

Fill Core Fields: Enter parties, services, term, fees and contact details exactly.
03

Assign SLAs: List measurable service levels, remedies and reporting cadence.
04

Execute and Distribute: Obtain authorized signatures and circulate final copies to stakeholders.

How to Configure an Online Signing Workflow

Set up routing, authentication and storage before sending to ensure a smooth signing process.

Field	Configuration
Signer Order	Sequential or parallel routing depending on approval requirements
Authentication	Email link, SMS code, or stronger ID verification for regulated data
Notifications	Enable email reminders and completion alerts for all signers
Storage	Choose secure cloud archive with audit trail retention

Where to Send and Who Receives Final Copies

Specify recipients and delivery methods so executed agreements are reliably archived and accessible.

Primary Recipient: Client legal and procurement teams receive the final executed PDF
Provider Copy: Provider operations and account manager retain a signed version
Finance: Accounts payable or receivable gets invoice-ready documentation
Archive: Store signed PDF and audit trail in secure records repository

Digital Signing and Integration Requirements

Confirm platform features, authentication levels and integrations before e-signing to meet compliance and workflow needs.

Integrations: Salesforce, NetSuite, Google Workspace and Microsoft 365 supported
File Formats: PDF, DOCX and XLSX import/export compatibility
Security: TLS 1.2/1.3 and AES-256 encryption

Verify chosen eSignature settings (authentication, audit trail, storage) align with regulatory needs such as HIPAA or 21 CFR Part 11 before execution.

Core Elements to Include in a Professional Agreement

Ensure the contract includes service scope, performance metrics, financial terms and legal protections so obligations and remedies are clear.

Scope of Services

A detailed statement of work describing tasks, deliverables, schedules and locations to reduce scope disputes and enable clear acceptance criteria.

Service Levels

Measurable uptime, response and resolution metrics with defined credits, remedies or termination triggers for unmet performance.

Fees and Billing

Clear pricing model, invoice schedule, reimbursement rules and tax responsibility; include dispute resolution for billing disagreements.

Confidentiality

Mutual non‑disclosure provisions, permitted disclosures, data handling requirements and breach notification timelines.

IP and Deliverables

Ownership of preexisting IP, assignment of work product, licenses granted and post‑termination access to deliverables.

Termination and Transition

Notice periods, termination for cause/convenience, transition assistance and data export obligations to avoid service interruptions.

Supporting Documents to Attach

Attach operational and administrative exhibits to make the agreement actionable and auditable.

Statement of Work

Detailed SOW with tasks, milestones, acceptance criteria, resources and escalation contacts so delivery expectations are concrete and measurable.

Pricing Schedule

Fee tables, rate cards, expense reimbursement rules and change order procedures to prevent billing ambiguity and support invoice verification.

Security Addendum

Data protection addendum detailing encryption, access controls, incident response and, for healthcare, a HIPAA Business Associate Agreement where PHI is involved.

Onboarding Plan

Transition timeline, responsibilities, training requirements and test acceptance steps to reduce implementation risk.

Key Dates and Typical Timeframes

Document the dates that affect rights and obligations, and track notice and invoice deadlines inside the contract.

Effective Date Entry:

Use MM/DD/YYYY; determines when the term and obligations begin

Billing Cycle Start:

State invoice issuance cadence and payment due days

Service Reporting:

Define monthly or quarterly reporting deadlines

Notice Periods:

Specify days required for termination, cure, or dispute notices

Transition Window:

Document the length of post-termination transition support

Milestones from Draft to Signed Agreement

Track the sequence of milestones so stakeholders know when approvals and handoffs occur.

01

Drafting Complete

Legal and business finalize initial draft and exhibits

02

Internal Review

Stakeholders review obligations, pricing and risk allocations

03

Negotiation Cycle

Counteroffers exchanged and redlines resolved

04

Execution

Authorized signatures obtained and final copies distributed

Common Mistakes to Avoid

Vague scope descriptions that lead to scope creep and disputes over whether work is included under the fixed fee.
Missing or ambiguous SLAs that omit measurement methods, reporting frequency or remedies for repeated failures.
Unclear termination language that fails to specify notice windows, cure rights or transition obligations leading to operational gaps.
Failure to address regulated data (PHI, financial data) including missing HIPAA BAA or encryption specifications for hosted services.

Consequences of Errors or Missing Provisions

Breach Liability: Contract damages and unpaid service credits

Regulatory Fines: HIPAA fines and enforcement actions

Tax Repercussions: Misstated fee reporting may trigger IRS penalties

Operational Disruption: Service outages without transition plans

Unenforceability: Improper signing or missing authority

Notarization Failure: Documents requiring notarization may be rejected

Comparing eSignature Options for this Agreement

Key vendor pricing and capability comparisons to consider when selecting an eSignature provider for Business Managed Services Agreements.

	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 plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

How Other Organizations Use Managed Services Agreements

Concrete examples show common contract structures and operational outcomes.

Optica Ventures (COO)

Optica standardized SOWs across portfolio companies to reduce negotiation cycles.

Saved weeks per contract negotiation on average.
The standardized approach produced consistent reporting and reduced onboarding friction, enabling faster service activation across multiple properties and easier vendor performance comparisons.

Tech Data (CEO)

Tech Data implemented template-based agreements integrated with ERP for billing.

Enabled automated invoice generation and reconciliation.
This integration reduced billing disputes, improved cash flow predictability and allowed the finance team to focus on exceptions rather than manual invoice preparation.

Practical Tips for Accurate Agreements

Adopt consistent drafting and approval practices to reduce errors and speed execution.

Use Standardized Templates

Maintain approved templates with modular exhibits and a CLA (change log) to ensure negotiated terms are tracked and vetted by legal before signature.

Document Signatory Authority

Require evidence of signing authority for counterparty signers, such as a board resolution or officer certification, to confirm the signer can bind the organization.

Include Measurable SLAs

Define uptime percentages, response times and reporting formats; tie remedies to objective metrics to reduce interpretation disputes.

Preserve Audit Trails

Use an eSignature platform that captures timestamps, IP addresses and email confirmations to support enforceability under ESIGN and UETA.

Frequently Asked Questions

Answers to common legal, technical and process questions about executing and managing a Business Managed Services Agreement.

Need help? Contact support

Are electronic signatures legally valid?
Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states so long as intent, consent, attribution and reliable record retention are met.
Do I need notarization for this agreement?
Most commercial managed services agreements do not require notarization. Notarization is only needed when a state or specific transaction requires acknowledgement or for documents affecting real property or certain statutory instruments.
How do I handle PHI in the contract?
If protected health information is involved, include a HIPAA Business Associate Agreement and data protection terms; retain records for six years under 45 CFR §164.530(j).
What if the signer has no TIN or incorrect info?
For payment reporting, collect accurate taxpayer identification numbers; missing or incorrect TINs can trigger backup withholding at 24% and IRS reporting issues.
Can I change the agreement after signing?
Post-execution amendments should be documented in a written amendment signed by authorized representatives; oral modifications are risky and may be unenforceable.
How can I revoke acceptance or cancel the agreement?
Follow the contract's termination and notice provisions. If no termination for convenience exists, negotiate a mutual termination or rely on breach remedies defined in the agreement.

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