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Business Manager Contract

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BUSINESS MANAGER CONTRACT

This Business Manager Contract (the Agreement) is entered into as of / / (Effective Date) by and between Client Name: and Business Manager Name: .

WHEREAS

WHEREAS, Client engages Manager to provide business management, operational oversight, and related services as described herein, and Manager is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, Manager represents that Manager possesses the experience, skill and personnel necessary to provide the services contemplated by this Agreement and will perform in a professional manner consistent with applicable standards.

WHEREAS, the parties desire to set forth their understanding with respect to the scope of Manager's engagement, compensation, confidentiality obligations and other material terms.

1. SCOPE OF WORK

Manager shall perform the services described below in a competent and professional manner. Services may include financial oversight, vendor management, operations coordination, personnel management, budgeting, and other administrative functions as requested by Client and accepted by Manager.

2. TERM AND TERMINATION

The term of 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 days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after written notice of the breach.

3. PAYMENT TERMS

As full consideration for the services, Client shall pay Manager as follows.

Monthly Bi-weekly Upon invoice

Overdue amounts shall incur a late fee of and interest thereafter at , or the maximum permitted by applicable law, whichever is less.

Client shall reimburse Manager for pre-approved reasonable out-of-pocket expenses incurred in connection with the performance of services. Pre-approval is required for any single expense in excess of .

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or electronic, including financial information, business plans, client lists, pricing, trade secrets, and other proprietary data. Confidential Information does not include information that (i) is or becomes publicly known other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process.

Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform obligations under this Agreement; and (c) limit disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination of this Agreement, each party shall promptly return or destroy the Confidential Information of the other and certify in writing such return or destruction upon request.

The parties acknowledge that monetary damages may be inadequate remedy for breach of this Section and that injunctive or equitable relief may be sought in addition to any other remedies.

5. INDEPENDENT CONTRACTOR; NON-SOLICITATION

Manager is an independent contractor and not an employee, partner, or joint venturer of Client. Manager shall be solely responsible for all compensation, taxes, withholdings and benefits for Manager's personnel. Manager shall not hold itself out as an agent of Client except as expressly authorized in writing.

During the Term and for a period of 12 months after termination, Manager shall not directly solicit for hire any employee or independent contractor of Client with whom Manager had material contact in connection with this Agreement, except with Client's prior written consent.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party, its officers, directors, employees and agents (the Indemnified Parties) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO MANAGER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration before a single arbitrator in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email if receipt is acknowledged in writing by the recipient.

10. MISCELLANEOUS PROVISIONS

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 other's prior written consent, except that Client may assign to a successor in interest in connection with a merger or sale of substantially all of Client's assets. Headings are for convenience only and do not affect interpretation.

Client Name:

By:

Date:

Business Manager Name:

By:

Date:

Enter text✕

What the Business Manager Contract Is and when it applies

A Business Manager Contract is a written agreement that defines the duties, authority, compensation, confidentiality obligations, and termination rights for an individual engaged to manage day-to-day operations, projects, or specific business functions on behalf of a company. It allocates decision-making authority, spells out reporting relationships, and documents expectations such as performance metrics, expense reimbursement, noncompete or non-solicitation clauses, and ownership of deliverables or intellectual property. Organizations use this contract for interim managers, outsourced management services, franchise managers, and in-house department heads to reduce ambiguity and provide a clear legal framework for performance and dispute resolution.

Why a clear Business Manager Contract matters

A precise contract reduces disputes, clarifies authority, and protects confidential company information. It sets enforceable expectations for deliverables, compensation, and termination procedures while enabling consistent governance across departments or outsourced managers.

Why a clear Business Manager Contract matters

Who commonly prepares and signs this agreement

Signatories normally include the hiring entity, the business manager, and, where required, an authorized company officer or board designee.

  • Small business owners and founders who delegate daily operations to an appointed manager, often for growth or temporary coverage.
  • Private equity or portfolio companies that install external managers to improve performance or run turnaround programs.
  • Franchisors and franchisees documenting manager responsibilities and franchisor-approved governance provisions.

Primary signer roles

Company Officer

A corporate officer or authorized signatory executes for the employer. They must have board-delegated authority; unsigned or unauthorized execution risks invalidation or internal challenge.

Business Manager

The individual accepting managerial duties signs to confirm acceptance of authority, obligations, and any restrictive covenants. Accurate legal name and capacity should be used to avoid later disputes.

Core sections to include in a professional Business Manager Contract

A comprehensive contract organizes obligations, compensation, confidentiality, term limits, and dispute resolution so both parties understand risks and remedies.

Scope of Services

Describe duties, decision-making authority, reporting lines, performance metrics, and any excluded activities so responsibilities are clear and measurable.

Compensation and Expenses

Specify salary, bonus structure, reimbursement policy, timing of payments, benefits eligibility, and any expense caps or approval processes.

Term and Termination

Set start and end dates, renewal mechanics, notice periods, cause vs. without-cause termination, and post-termination obligations such as transition assistance.

Confidentiality and IP

Include nondisclosure clauses, ownership or assignment of work product, and clauses addressing preexisting intellectual property and inventions.

Restrictions and Remedies

Add reasonable noncompete or non-solicit language where enforceable, and define injunctive relief, liquidated damages, or indemnification provisions.

Governing Law and Dispute Resolution

Choose governing state law and whether disputes go to arbitration or court, plus venue and attorney fee allocation provisions.

Step-by-step: how to complete the Business Manager Contract

Follow these sequential steps to prepare, review, and execute a legally sound agreement.

  • 01
    Draft core terms: Define scope, term, compensation, and reporting requirements clearly.
  • 02
    Review legal issues: Have counsel check IP assignment, restrictive covenants, and compliance risks.
  • 03
    Obtain approvals: Secure board or officer authorization if required by corporate governance.
  • 04
    Execute and store: Sign, date, and retain the executed copy in secure records with audit trail.

How to set up a digital workflow for this contract

Configure fields and routing to match the contract's signers, approvals, and required dates before sending for signature.

Field Configuration
Signatures Add signature, printed name, title, and date fields for each party.
Approval Steps Insert sequential approver steps (legal, finance, CEO) with conditional routing if needed.
Authentication Select email or SMS code verification; use stronger ID proofing for high-risk agreements.
Audit Trail Enable full audit logging to capture timestamps, IP, and action history.

Where to send and how the executed contract is delivered

Document routing should mirror internal approval flow and ensure copies reach finance, HR, and legal after signing.

  • Primary Recipient: Send the final signed copy to the company legal department for retention.
  • Finance: Provide finance with the executed contract to set up payroll or payment terms.
  • HR or Operations: Deliver to HR and the manager's direct supervisor for onboarding and access provisioning.
  • External Parties: Send countersigned copies to external managers, agents, or advisors as required.

Digital signing and e-submission considerations

Ensure the chosen system provides ESIGN/UETA compliance, tamper-evident signed files, and role-based access control for record retention.

  • File formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, or advanced ID proofing

Common timing points and deadlines to note

Track effective dates, notice windows, termination notice periods, and payment milestones to avoid breaches or unintended renewals.

Effective Date:

Date entered as MM/DD/YYYY; obligations begin on this date.

Notice Period:

Specify days or months required for termination notice to avoid disputes.

Bonus or Review Dates:

Set clear performance review and bonus calculation dates in the contract.

Payment Schedule:

Define payroll or invoice dates to align finance operations.

Renewal Deadline:

State the deadline to opt out or renew to prevent automatic renewal surprises.

Common mistakes to avoid when preparing the contract

  • Using informal or inconsistent party names that differ from corporate records, which can create enforceability problems in disputes.
  • Leaving compensation or bonus formulas vague, resulting in divergent interpretations and potential litigation over owed amounts.
  • Failing to align termination procedures with company bylaws or shareholder agreements, which can invalidate purportedly authorized signatories.
  • Overbroad restrictive covenants that exceed state enforceability norms and risk being struck down or reformed in court.

Consequences and legal risks of an incorrect or incomplete contract

Breach Claims: Monetary damages and litigation exposure
Enforceability Risk: Courts may void ambiguous provisions
Regulatory Exposure: HIPAA or employment rules may apply
Tax Consequences: Mischaracterized compensation triggers penalties
Operational Disruption: Unclear authority delays decisions
Reputational Harm: Public disputes can affect stakeholders

Examples: how organizations use a Business Manager Contract

Real-world examples show common contract structures and practical outcomes for both employers and managers.

Optica Ventures LLC

A venture operator hires a contractor as temporary business manager to run portfolio company operations for 12 months

  • This arrangement clarifies deliverables and KPI-based bonus triggers
  • The written agreement reduced scope disputes and accelerated decision-making during the turnaround period, improving operational clarity for investors and management alike.

Martin Properties

A property owner engages a manager to operate multiple rental properties under one contract

  • The contract includes expense reimbursement and tenant-management authority
  • Standardized terms allowed faster onboarding of site staff and ensured consistent tenant policies across the portfolio while preserving owner oversight.

eSignature platform pricing snapshot for contract execution

Cost and feature differences affect platform selection for high-volume contract execution; signNow is listed first for direct feature comparison.

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 Yes, 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about execution and validity

Answers to common questions about electronic signing, notarization, amendments, and secure storage for Business Manager Contracts.


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