Can this agreement be signed electronically?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, attribution, and retention requirements are met.

When is a notary required?

Most business service contracts do not require notarization, but state or industry rules (or specific filings) can require a notary; confirm if the contract transfers real property or creates certain powers of attorney.

What if a signer lacks authority?

If a signer lacks delegated authority, the contract may be voidable; obtain ratification from an authorized officer or require proof of authority before finalizing.

How long should records be kept?

Retain executed agreements for at least the active term plus three years; follow IRS, HIPAA, or industry retention rules for longer periods as applicable.

Do I need a BAA for healthcare work?

Yes. If the IMA handles protected health information, include a Business Associate Agreement to meet HIPAA obligations (45 CFR §164.502).

How to fix a signed error?

Execute an amendment or correction signed by all parties; document the change and preserve both original and amended executed versions for audit purposes.

Electronic Signature
Templates
Miscellaneous
Business Services IMA Agreement

Business Services IMA Agreement

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Business Services IMA Agreement

This Business Services IMA Agreement ("Agreement") is made and entered into as of , by and between the parties set forth below.

Service Provider Name: Service Provider Address: Client Name: Client Address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing marketing, management and related business services and has the requisite expertise and personnel to perform such services; and

WHEREAS, Client desires to engage Service Provider to provide certain business services under the terms and conditions set forth in this Agreement, and Service Provider desires to accept such engagement on those terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

Scope of Work

Service Provider shall provide the services and deliverables described below. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

Detailed Scope of Work:

Payment Terms

As consideration for the services, Client shall pay Service Provider the fees and expenses set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Total Fee / Rate: Payment Schedule: Invoicing Instructions:

Late Payment: Any undisputed amount not paid within days of the invoice due date shall bear interest at the lesser of (a) per month or (b) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs incurred in enforcing payment.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party no less than days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all completed work and work in progress for which Client has paid.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use the Confidential Information solely to perform its obligations under this Agreement, and (c) disclose Confidential Information only to employees, contractors or agents with a need to know and subject to confidentiality obligations at least as protective as those set forth herein.

Exclusions and Duration: Confidential Information does not include information that is publicly known, rightfully received from a third party without obligation of confidentiality, independently developed, or required to be disclosed by law. The obligations of confidentiality shall continue for years following termination of this Agreement.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Entire Agreement

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

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of any sort.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an acquirer of substantially all of its assets or voting securities.

Service Provider:

By:

Date:

Client:

By:

Date:

What a Business Services IMA Agreement Is

A Business Services IMA Agreement is a written contract that defines the scope, responsibilities, compensation, and performance measures between a business (the client) and an independent marketing or management agent (the IMA). Typical provisions cover services to be delivered, term, fees and invoicing, intellectual property and data ownership, confidentiality, indemnities, termination rights, and dispute resolution. For U.S. transactions the document usually names the governing state law and addresses electronic execution to ensure enforceability under ESIGN (15 U.S.C. ch. 96) and, where applicable, UETA in the chosen state.

Why the Business Services IMA Agreement Matters

A clear IMA Agreement reduces ambiguity about deliverables, payment timing, and liability, and creates contract certainty for both parties.

Who Commonly Uses This Agreement

The Business Services IMA Agreement is used by small and mid‑market companies, enterprise procurement teams, independent marketing agencies, and outside consultants who provide ongoing business services.

Marketing agencies and independent contractors delivering ongoing campaigns and client reporting.
Corporate procurement and vendor management teams purchasing outsourced business or marketing services.
Legal and finance teams reviewing payment terms, data ownership, and liability allocation.

Typical signers include an authorized corporate officer for the client and an officer or authorized representative for the agent; signatures should reflect authority and be retained for audit purposes.

Typical Signatory Roles

Jane Doe, CEO

As client CEO or authorized officer, Jane Doe signs to bind the company to payment obligations, governance provisions, and termination clauses; ensure board or delegation approvals are documented before signing.

John Smith, GC

As general counsel or contracting officer, John Smith reviews indemnity, IP assignment, confidentiality, and compliance clauses and confirms that signatories have authority under corporate bylaws.

Essential Components to Include

A professional IMA Agreement should cover scope, payment, term, IP, confidentiality, and liability in clear, actionable language.

Scope of Services

Define measurable deliverables, milestones, reporting cadence, and acceptance criteria so each party knows what success looks like and when payments are due.

Compensation

Specify fees, invoicing schedule, expense reimbursement rules, late payment interest, and any performance or commission structures tied to metrics.

Term and Termination

State initial term, renewal mechanics, termination for convenience, termination for cause, cure periods, and post‑termination obligations.

Intellectual Property

Clarify ownership of pre‑existing IP, work product ownership, license grants, and any assignment or work‑for‑hire language required by the client.

Confidentiality

Include nondisclosure obligations, permitted disclosures, data handling standards, and return or destruction procedures for confidential materials.

Liability and Indemnity

Limit damages where appropriate, set indemnity scope, and address insurance requirements and caps on liability for both parties.

Step-by-Step: Completing the Agreement

Follow these steps to complete and execute the IMA Agreement accurately.

01

Draft Scope: List deliverables and milestones clearly.
02

Set Fees: Agree on amounts, invoicing, and payment terms.
03

Review Legal: Have counsel check IP, indemnity, and limitation clauses.
04

Execute Electronically: Capture signatures, dates, and audit trail for enforceability.

Typical Execution Workflow

A common execution flow reduces friction and preserves an audit trail for compliance and future audits.

Prepare Document: Upload final agreement and add signature placeholders.
Assign Signers: List signers and confirm authority before sending.
Authenticate Signer: Use email, SMS, or stronger methods for identity assurance.
Complete Signing: Collect signatures, timestamps, and deliver executed copies.

Digital Workflow Settings to Configure

Configure workflow settings to match your approval chain and security needs before sending for signature.

Field	Configuration
Signer Order	Sequential or parallel routing
Authentication	Email, SMS code, or KBA
Reminders	Auto reminders and expiry settings
Audit Trail	Capture IP, timestamps, and events

Distribution and Platform Considerations

Choose a platform that supports your required file formats, integrations, and authentication levels.

File Formats: PDF, DOCX, and fillable forms supported
Integrations: CRM and storage integrations are common
Authentication: Level of signer verification varies

Ensure the chosen platform provides a complete audit trail and retention capabilities aligned with your compliance needs.

Key Timelines and Deadlines to Track

Track operational and compliance dates in the agreement to avoid late notices, payment disputes, or missed renewals.

Effective Date:

MM/DD/YYYY — when obligations commence

Invoice Terms:

Net 30 or agreed term from invoice date

Notice Periods:

30–90 days for termination or cure

Renewal Deadlines:

Auto‑renew notice window if applicable

Record Retention:

Preserve executed copies per retention rules

Common Preparation Mistakes

Vague scope language leading to disputes over deliverables and additional work claims.
Unclear payment terms without invoices, dates, or acceptable payment methods stated.
Missing authority evidence where the signer lacks corporate delegation, causing enforceability issues.
Failing to address data ownership and IP assignment, which can prompt costly post‑contract litigation.

Risks of an Incorrect or Incomplete Agreement

Payment Disputes: Delayed or withheld payments

IP Loss: Unclear ownership of deliverables

Regulatory Fines: Noncompliance with industry rules

Contract Voidance: Authority defects can void obligations

Audit Exposure: Missing records increase audit risk

Operational Disruption: Service interruption and reprocurement costs

eSignature Vendor Pricing Snapshot

Compare basic pricing and core features for common eSignature providers used to execute Business Services IMA 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	Available on select plans	Available on select plans	Available on select plans	Available on select plans	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Varies by offering	Varies by offering	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Real-World Use Examples

How organizations apply a Business Services IMA Agreement to operational needs.

Optica Ventures

Optica needed faster client onboarding and consistent templates

used a standardized IMA to centralize scope and billing
as a result they reduced cycle time for new engagements and improved invoice accuracy while maintaining contract compliance.

Martin Properties

A property management firm required remote approvals for marketing spend

incorporated electronic signatures and delegated approval thresholds
this enabled remote managers to authorize campaigns quickly while preserving audit trails and expense controls.

Practical Tips for Accurate Completion

Follow these practical tips to reduce errors and speed execution.

Use Clear Metrics

Define deliverables and KPIs in measurable terms to avoid disputes and enable objective acceptance testing.

Confirm Signer Authority

Verify delegation or board approvals before execution to prevent later challenges to enforceability.

Preserve Audit Trail

Capture timestamp, IP, and signer email when using eSignature to support attribution and admissibility.

Retain Final Versions

Store executed PDFs and related exhibits in a secure system with controlled access for the retention period.

Frequently Asked Questions

Answers to common questions about preparing, executing, and managing Business Services IMA Agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, attribution, and retention requirements are met.
When is a notary required?
Most business service contracts do not require notarization, but state or industry rules (or specific filings) can require a notary; confirm if the contract transfers real property or creates certain powers of attorney.
What if a signer lacks authority?
If a signer lacks delegated authority, the contract may be voidable; obtain ratification from an authorized officer or require proof of authority before finalizing.
How long should records be kept?
Retain executed agreements for at least the active term plus three years; follow IRS, HIPAA, or industry retention rules for longer periods as applicable.
Do I need a BAA for healthcare work?
Yes. If the IMA handles protected health information, include a Business Associate Agreement to meet HIPAA obligations (45 CFR §164.502).
How to fix a signed error?
Execute an amendment or correction signed by all parties; document the change and preserve both original and amended executed versions for audit purposes.

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