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Business Management Fee Agreement

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BUSINESS MANAGEMENT FEE AGREEMENT

Effective Date:

Parties

RECITALS

WHEREAS, Client operates certain business activities and desires to engage Manager to provide business management, administrative and advisory services as set forth in this Agreement; and

WHEREAS, Manager represents that it has the experience, personnel and resources necessary to perform the services described herein and is willing to provide such services to Client for the fees and on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their full understanding concerning the scope, compensation, confidentiality, term and termination, and other material terms of the engagement.

1. SCOPE OF WORK

Manager shall provide business management services to Client which may include strategic planning, financial oversight, vendor negotiations, personnel management, operations coordination and such other activities as the parties agree in writing (collectively, the "Services"). Manager shall perform the Services with reasonable skill, care and diligence in accordance with generally accepted industry standards.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Manager the fees and expenses described below. All fees are payable in United States currency and are exclusive of taxes unless otherwise stated.

Monthly Quarterly Annual Other:

All undisputed amounts not paid when due shall bear interest at the rate set forth above or, if no rate is set, at the maximum lawful rate. Client shall reimburse Manager for all reasonable out-of-pocket expenses incurred in performing the Services when supported by documentation.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date specified above and continue until the end date set forth below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Either party may also terminate this Agreement without cause upon the delivery of the notice period set forth above. Upon termination Client shall pay Manager for Services performed and unreimbursed expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether written or oral, that is designated as confidential or that reasonably should be understood to be confidential. Manager shall hold Confidential Information of Client in strict confidence, shall not disclose such information to third parties except as required to perform the Services, and shall use Confidential Information solely for purposes of performing under this Agreement.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is required to be disclosed by law, regulation, or valid order of a court or governmental authority, provided that the receiving party uses reasonable efforts to provide prompt notice to the disclosing party to permit a protective order or other remedy.

5. INDEMNIFICATION AND INSURANCE

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Manager shall maintain commercially reasonable insurance covering its performance of the Services.

6. ASSIGNMENT

Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all of its assets or other change of control, provided the assignee assumes all obligations hereunder.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control. Notices required under this Agreement shall be given in writing to the addresses set forth above.

Client:

By:

Date:

Manager:

By:

Date:

Enter text✕

What a Business Management Fee Agreement Covers

A Business Management Fee Agreement documents the terms under which a management company or manager provides oversight, administrative services, or advisory support to a business in exchange for a fee. The agreement typically defines the parties, services to be provided, fee calculation and payment schedule, term and termination rights, confidentiality, indemnification, and any performance or reporting obligations. It creates predictable billing and clarifies responsibilities so both the manager and the business have a contractual basis for fees, scope changes, dispute resolution, and allocation of expenses.

Why this agreement matters for operations and compliance

A clear Business Management Fee Agreement reduces billing disputes, establishes measurable service expectations, and documents the legal basis for payments and expense reimbursement. Well-drafted terms protect both parties and support audited financial records.

Why this agreement matters for operations and compliance

Typical parties and roles that use this agreement

Organizations and independent managers use this agreement to formalize recurring management services or one-time advisory engagements.

  • Small business owners formalizing outsourced operational management and bookkeeping services.
  • Professional managers or management companies providing ongoing oversight and collecting monthly fees.
  • In-house finance or procurement teams standardizing terms across vendor-managed services.

Use the agreement to settle scope, fee formulas, invoicing cadence, and termination mechanics before services begin.

Who typically signs and executes the agreement

Business Owner

A principal with authority to bind the company — typically an owner, CEO, or board designee. This signer accepts fees, approves service scope, and is responsible for timely payments under the agreement.

Manager / Administrator

The individual or management company authorized to perform services and invoice fees. This signer attests to deliverables, submits periodic reports, and enforces collection provisions specified by the contract.

Core clauses to include in a professional agreement

Include clear, enforceable provisions that govern payment, service scope, governance, liability, and termination to reduce ambiguity and litigation risk.

Services

Describe services in measurable terms and attach any exhibits (reports, KPIs, deliverable schedules) so performance and billing triggers are objective and auditable.

Fees & Calculation

State the fee basis (flat, hourly, percentage of revenue), invoicing dates, allowed expense reimbursements, and how disputed charges are handled.

Term & Termination

Specify initial term, renewal mechanics, cure periods for breaches, and termination for convenience or cause, including final accounting and prorated fees.

Confidentiality

Contractual nondisclosure for sensitive financial data and operational materials with remedies and return or destruction obligations after termination.

Liability & Indemnity

Limitations on liability, caps, and mutual indemnities for third-party claims and breaches tied to professional negligence or willful misconduct.

Governing Law

Designate the state law that governs the contract and the venue for disputes. Choice of law affects interpretation and enforceability of fee and indemnity clauses.

Step-by-step: drafting and completing the agreement

Follow these sequential steps to prepare, review, sign, and store the agreement with a clear audit trail.

  • 01
    Draft Scope: Define services, deliverables, and reporting metrics in plain language.
  • 02
    Set Fees: Choose the fee structure and include examples showing calculation.
  • 03
    Review Terms: Legal and finance review for liability, tax, and state-specific clauses.
  • 04
    Execute & Store: Sign all parties, record date, and retain a copy in secure records.

Configuring a digital workflow for completion and approvals

Set up a repeatable routing and approval workflow to ensure timely signatures and consistent field completion.

Field Configuration
Signer Order Define sequence or parallel signing rules for all parties.
Authentication Choose email, SMS code, or stronger ID verification for high-value agreements.
Notifications Configure reminders and escalation rules for overdue signers.
Audit Trail Enable timestamps, IP logging, and certificate of completion for records.

How digital completion and e-submission typically flow

A standard online signing process reduces steps and preserves evidence of consent and signature attribution.

  • Upload Document: Sender uploads the final agreement to the signing platform.
  • Place Fields: Add signature, date, and required data fields to the document.
  • Send to Signers: Platform emails signers or provides secure signing links.
  • Completion & Archive: Signed copies and audit trails are stored and distributed automatically.

Digital signing and platform considerations

Choose a platform that preserves intent, provides an audit trail, and supports the required security and compliance features.

  • File formats: PDF, DOCX, and other common formats supported for upload and signed output.
  • Integrations: Connectors for CRM, ERP, cloud storage, and document management (Salesforce, NetSuite, Google Workspace).
  • Compliance: HIPAA, SOC 2, and ESIGN/UETA support where applicable to the agreement.

Ensure the platform can produce a tamper-evident signed file and export an audit trail for regulatory or accounting reviews.

Common eSignature vendors and price/feature snapshot

Select an eSignature provider that matches your security, volume, and integration needs. The table below summarizes starting prices and select features; confirm current plan details with each vendor.

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 (no card) 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

Typical timelines and processing expectations

Agreements vary by negotiation and review cycles; plan timelines to avoid service interruptions or billing disputes.

Drafting and Internal Review:

1–7 business days depending on complexity

External Legal Review:

2–10 business days if counsel is engaged

Signer Turnaround:

Often 24–72 hours with electronic signing enabled

Final Processing:

Immediate for e-signed files; physical record filing may add days

Payment Effective Date:

Per agreement: on signature date or specified effective date

Key milestones from negotiation to ongoing billing

Track contract lifecycle stages to ensure fee recognition, service handoff, and renewal notices occur on schedule.

01

Proposal Agreed

Parties finalize scope and fee structure before contract drafting.

02

Contract Drafted

Legal and finance produce the agreement and attach exhibits.

03

Execution

All authorized signers sign; effective date is recorded.

04

Onboarding & Billing

Services begin and invoicing follows the agreed schedule.

Common preparation mistakes to avoid

  • Unclear fee formulas that lack precise calculation examples result in repeated billing disputes and reconciliation overhead.
  • Missing authorization — unsigned or unauthorized signers can render invoices unenforceable and complicate collections.
  • Using vague scope language that allows scope creep and unpaid extra work without a documented change order process.
  • Failing to reconcile tax and reporting treatment, which can trigger backup withholding or incorrect tax filings.

Risks and potential penalties from incorrect or incomplete agreements

Tax Withholding: Backup withholding 24% for incorrect TINs
Breach Liability: Damages or fee recovery claims
I-9 Violations: Civil fines $281–$2,789 per paperwork violation
Invalid Signature: Enforceability challenge in court
Late Payments: Contractual late fees and interest charges
Data Breach: Regulatory penalties under HIPAA/CCPA if applicable

Real-world examples of how organizations use these agreements

Examples show how different organizations adapt the agreement for their operational model.

Optica Ventures LLC

Their management agreement formalized monthly oversight and reporting

  • Adopted a percentage fee tied to revenue
  • The result: clearer billing cycles and reduced reconciliation time with auditors relying on documented invoices.

Martin Properties

Used a standardized fee agreement across properties

  • Added an exhibit listing services per property
  • This allowed on-site staff to bill consistently and eliminated recurring disputes over allowable expenses.

Required information and secure handling essentials

Entity Names: Full legal names only
Contact Info: Mail, email, phone
Fee Terms: Exact formula and schedule
Signatures: Authorized signer data
Supporting Docs: Exhibits and invoices
Retention: Archive and access controls

Frequently asked questions about completing and enforcing the agreement

Answers address signature validity, notarization, revisions, and common electronic signing concerns encountered in practice.


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