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Business Management Agreement

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BUSINESS MANAGEMENT AGREEMENT

This Business Management Agreement (the Agreement) is made and entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Manager is engaged in the business of providing business management and administrative services, and represents that it has the skill, personnel and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Manager to perform business management services for Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

SCOPE OF WORK

Manager shall provide the business management services described below. Manager shall perform such services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As consideration for the services provided by Manager, Client shall pay Manager as provided in this section. All fees are exclusive of applicable taxes unless otherwise stated.

Manager shall provide a written invoice to Client in accordance with the Payment Schedule. Client shall pay undisputed portions of invoiced amounts in full by the due date. Disputes to invoice amounts must be submitted in writing within 15 days of receipt.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the number of days set forth above. Termination for material breach shall be effective after a party fails to cure such breach within 30 days following written notice of the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether written, oral or electronic, that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, agents or contractors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality do not apply to information which: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt prior written notice to seek protective measures.

INDEMNIFICATION & INSURANCE

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, damages, liabilities and expenses arising out of the indemnifying party's negligence, willful misconduct or material breach of this Agreement. Manager shall maintain industry-standard professional liability and commercial general liability insurance in amounts reasonably sufficient for the services provided.

RELATIONSHIP OF THE PARTIES

Manager is an independent contractor and not an employee, partner or joint venturer of Client. Manager shall be solely responsible for all employment taxes, benefits and other obligations associated with its personnel.

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 laws principles.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to effectuate the original intent to the maximum extent permitted by law.

NOTICES

All notices, requests, consents and other communications 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 by notice to the other.

Manager:

By:

Date:

Client:

By:

Date:

Enter text✕

What a Business Management Agreement Covers

A Business Management Agreement is a written contract that sets out the relationship between an owner or board and a professional manager or management company. It establishes scope of services, management authority, performance standards, compensation, expense allocation, confidentiality, recordkeeping, reporting, and termination rights. The agreement also addresses intellectual property, subcontracting, indemnification, insurance, and dispute resolution. Properly drafted, it reduces ambiguity about responsibilities and helps both parties meet regulatory and tax obligations while providing a clear basis for enforcement if performance or compliance issues arise.

Why a Formal Agreement Matters for Operations and Liability

A Business Management Agreement clarifies decision-making authority, aligns expectations on deliverables and KPIs, allocates financial and legal responsibilities, and documents confidentiality and data-handling obligations. It creates an evidentiary record that supports enforcement, compliance reviews, and audit trails for internal and external stakeholders.

Why a Formal Agreement Matters for Operations and Liability

Who Typically Prepares or Signs This Agreement

Common participants and document owners who prepare or sign a Business Management Agreement include corporate owners, portfolio investors, and professional management firms.

  • Small business owners seeking outsourced operational management or interim C-suite services.
  • Professional management companies and fractional executives contracted to run daily operations.
  • Investors, boards, or holding companies that delegate authority to third-party managers.

Parties should ensure signatory authority is verified and that signers are identified by role and capacity to avoid future disputes.

Core Clauses to Include in a Professional Agreement

A robust Business Management Agreement groups operational, financial, and legal terms so each party’s responsibilities are explicit and enforceable.

Scope of Services

Describe specific duties, excluded tasks, reporting frequency, deliverables, and performance metrics to avoid scope creep and measure performance objectively.

Authority Limits

Define decision thresholds, spending limits, hiring authority, and required approvals for capital expenditures or strategic commitments.

Compensation

State base fees, incentive or performance pay, expense reimbursement, timing, invoicing procedures, and tax treatment for payments.

Term and Termination

Specify term length, auto-renewal rules, cause and convenience termination rights, notice periods, and transition assistance obligations.

Confidentiality & Data

Include nondisclosure, data security measures, permitted disclosures, and requirements to comply with applicable privacy laws.

Liability & Indemnity

Allocate risk with indemnities, caps on liability, insurance requirements, and procedures for claims handling and dispute resolution.

Step-by-Step: Completing and Executing the Agreement

Follow a clear sequence to reduce review cycles and ensure enforceability.

  • 01
    Draft: Prepare terms and exhibits; involve legal counsel early.
  • 02
    Review: Each party reviews clauses and suggests edits.
  • 03
    Authorize: Confirm signatory authority and board approvals as required.
  • 04
    Execute: Sign, date, and circulate final copies to all parties.

How to Configure the Digital Signing Workflow

Set up routing and authentication to match the agreement’s approval sequence and required security level.

Field Configuration
Signer Order Sequential or parallel routing based on approvals
Authentication Email link, SMS code, or KBA as needed
Notifications Automatic reminders and completion receipts
Templates Reusable template for repeat engagements

Where to Send or File the Executed Agreement

Distribute final signed copies to internal and external stakeholders and archive a certified copy for records.

  • Company Records: Store executed PDF in corporate document repository.
  • Manager Archive: Provide manager with signed copy for operational use.
  • Accounting: Send to finance for payroll, invoicing, and tax purposes.
  • Legal Counsel: Retain copy with counsel for dispute and compliance review.

Digital Signing and File Format Considerations

Choose a platform that supports common file types and integrates with your record systems.

  • File Formats: PDF, DOCX, and flattened PDF support
  • Integrations: CRM, ERP, cloud storage connectors
  • Authentication: Email, SMS, or stronger methods

Ensure the platform captures an audit trail, preserves a signed copy, and supports secure archival to comply with retention rules.

Common Timeframes and Notice Periods to Include

Specify time-based obligations clearly to avoid disputes over cure windows, renewals, and deliverable timing.

Initial Term Length:

State fixed term (for example, one or three years)

Renewal Notice:

Provide required notice period, commonly 30–60 days

Cure Period:

Include a remedy window, commonly 30 days

Reporting Deadlines:

Specify monthly or quarterly reporting dates

Transition Period:

Define handover time after termination

Key Milestones from Draft to Ongoing Management

A milestone timeline clarifies responsibilities during onboarding and recurring operations.

01

Drafting Complete

Finalize terms, exhibits, and SOW before review

02

Execution

Signatures obtained and dated by all parties

03

Onboarding

Manager receives access, credentials, and initial funds

04

Annual Review

Performance review and fee adjustment discussion

Common Mistakes to Avoid

  • Using vague performance standards that invite differing interpretations and disputes.
  • Failing to confirm signatory authority or corporate approvals before execution, risking invalidation.
  • Omitting data-handling requirements, exposing parties to privacy or regulatory compliance gaps.
  • Neglecting transitional provisions, leaving operations without continuity after termination.

Risks and Consequences of an Incomplete or Incorrect Agreement

Breach Damages: Monetary liability and reputational harm
Indemnity Exposure: Claims for third-party losses
Tax Risk: Misclassification and reporting issues
Regulatory Penalties: Violations of privacy or employment rules
Contract Voidance: Lack of enforceability if formalities fail
Operational Disruption: Loss of continuity during transition

eSignature Pricing and Feature Comparison

Compare common plan features and starting prices across vendors; signNow appears first as a reference point.

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 Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Examples of Electronic Execution in Management Contracts

Real organizations using digital signing report faster execution and consistent recordkeeping for management agreements.

Tim Martin — Martin Properties

Tim Martin found online execution reduced turnaround time and ensured compliance with security controls.

  • He noted mobile and offline signing options improved response rates.
  • The approach allowed the company to finalize management contracts remotely while preserving audit trails and enforcement-ready records for tenants and investors.

John Butler — Fertility Centers of Illinois

John Butler emphasized responsive support and reliable API integration for document workflows.

  • Integration with back-office systems streamlined delivery and storage.
  • The result was a repeatable process that reduced manual handling, supported regulatory recordkeeping, and kept execution consistent across multi-site operations.

Frequently Asked Questions About Execution and Compliance

Answers to common questions on enforceability, authentication, notarization, and platform compliance.


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