Is an electronic signature legally valid

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

When is a BAA required

A Business Associate Agreement is required whenever a partner handles protected health information; include HIPAA flow-down obligations and breach notification terms to meet 45 CFR requirements.

What if a signer lacks authority

If a signer lacks authority, the agreement may be unenforceable; confirm corporate signatory authority in a signature block and attach corporate resolutions when necessary.

Can I use RON or remote notarization

Remote online notarization is permitted in most states with specific identity proofing and recording rules; verify state notary regulations before relying on RON.

How long should we keep agreement records

Keep executed agreements for the contract term plus applicable legal minima, for example IRS three years and HIPAA six years, and longer when industry rules demand it.

What if data categories are too broad

Overly broad data definitions increase risk; narrow categories and use exhibits for technical specifics to limit permitted processing and ease auditability.

Electronic Signature
Templates
Miscellaneous
Data Management Agreement

Data Management Agreement

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

DATA MANAGEMENT AGREEMENT

This Data Management Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

Client Name: Client Address: Data Manager Name: Data Manager Address:

WHEREAS

WHEREAS, Client Name: seeks to engage the Data Manager to store, process and otherwise manage certain data assets on Client's behalf; and

WHEREAS, Data Manager Name: represents that it has the technical capability and organizational processes necessary to provide secure data management services in accordance with applicable law and industry standards; and

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

SCOPE OF WORK

Data Manager shall provide data management services as described in this section and any schedules attached hereto. The services shall include ingestion, validation, transformation, secure storage, backup and retrieval of Client data, maintenance of metadata and logs, and reasonable technical support.

Detailed Scope (describe in detail):

PAYMENT TERMS

In consideration for the services, Client shall pay Data Manager the fees set forth below in accordance with the invoice and payment schedule.

Total or recurring fee amount: Invoice and payment schedule (describe frequency, milestones):

Late payment shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Data Manager for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. A material breach that is not cured within 30 days after written notice may be grounds for immediate termination by the non-breaching party.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical and financial information, and Client Data. Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to personnel with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement and maintain administrative, physical and technical safeguards reasonably designed to protect Confidential Information from unauthorized access, use or disclosure.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except for Confidential Information that qualifies as a trade secret under applicable law, in which case protection continues as long as necessary.

DATA SECURITY, BREACH NOTIFICATION & SUBPROCESSORS

Data Manager shall maintain administrative, technical and physical safeguards appropriate to the sensitivity of Client Data and consistent with industry standards. Measures shall include encryption in transit and at rest where feasible, access controls, logging and routine backups. Data Manager shall not materially reduce the overall security of services during the Term.

Data Manager shall notify Client without undue delay and, in any event, within hours of becoming aware of any security incident resulting in unauthorized access to or disclosure of Client Data, and shall cooperate in good faith with Client in investigation, mitigation and required notifications.

Data Manager may engage subprocessors to perform specified functions provided that Data Manager remains fully liable for the acts and omissions of such subprocessors. Prior written notice to Client is required for any new subprocessors; Client may withhold consent only for reasonable documented security or compliance concerns.

DATA OWNERSHIP, RETENTION AND DISPOSITION

All right, title and interest in and to Client Data shall remain with Client. Data Manager acquires no ownership rights in Client Data. Unless otherwise directed by Client, Data Manager shall retain Client Data for a period of after termination and thereafter securely return or destroy Client Data in accordance with Client's instructions and certify destruction upon request.

Disposition instructions (return, destruction, timing):

AUDIT RIGHTS AND COMPLIANCE

Upon reasonable advance notice, Data Manager shall permit Client (or an independent auditor engaged by Client) to conduct audits or provide written evidence of compliance with the technical and organizational measures described herein, subject to confidentiality obligations and to prevent disruption of Data Manager operations.

Each party shall comply with all applicable laws, regulations and binding orders relating to data protection, export controls and privacy in the performance of this Agreement.

LIABILITY AND INDEMNIFICATION

Except for each party's indemnification obligations and breach of confidentiality or willful misconduct, neither party's aggregate liability for direct damages arising out of or relating to this Agreement shall exceed the fees paid or payable by Client to Data Manager under this Agreement during the twelve (12) months preceding the claim, provided that this limitation shall not apply to liability for death, bodily injury or damages arising from a party's gross negligence or willful misconduct.

Limit of liability (enter amount): Indemnification obligations (describe scope):

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within the chosen jurisdiction unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification or waiver shall be binding unless executed in writing by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of all or substantially all assets, provided that the successor remains bound by the terms hereof.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this section.

Client notice contact (name, title, address): Data Manager notice contact (name, title, address):

Client:

By:

Date:

Data Manager:

By:

Date:

What a Data Management Agreement covers and why it matters

A Data Management Agreement defines how parties collect, use, store, share, and protect data created or exchanged during a business relationship. It identifies data categories, permitted processing activities, security controls, retention schedules, breach notification procedures, and responsibilities for third parties or subprocessors. The agreement also allocates liability, specifies dispute resolution and governing law, and documents technical and organizational measures required to meet regulatory obligations such as HIPAA for health data or financial recordkeeping rules. Use clear roles and measurable controls to reduce compliance risk and speed operational handoffs.

Why include a formal Data Management Agreement

A written agreement reduces ambiguity about who controls and protects data, supports regulatory compliance, and documents operational expectations. It helps prevent breaches, clarifies incident response, and sets retention and deletion rules tied to legal obligations.

Who typically executes a Data Management Agreement

Organizations and individuals across multiple functions rely on Data Management Agreements to set data handling rules prior to exchange.

Real estate firms exchanging tenant and transaction data with vendors for closings and property management.
Healthcare providers and business associates sharing PHI under HIPAA-compliant terms and BAAs.
Financial services and lenders protecting account, tax, and transaction records under bank and tax regulations.

Use role-based signatories and internal distribution to ensure operations, legal, security, and compliance teams each receive the executed agreement.

Typical signatories and their responsibilities

Data Protection Officer

Responsible for assessing privacy and security clauses, ensuring the agreement meets regulatory obligations such as HIPAA or state privacy laws, and coordinating audits or breach responses across internal teams and external partners.

Contracts Manager

Manages negotiation, signature routing, and version control; ensures required attachments and technical exhibits are included and that signatory authority is verified before execution.

Security and compliance elements to include

Encryption: TLS 1.2/1.3 transit, AES-256 at rest

Access Controls: Role-based access, MFA for admin

Audit Trail: Immutable logs and timestamps

Certifications: SOC 2 Type II, ISO 27001

Regulatory Coverage: ESIGN, UETA, HIPAA (BAA)

Data Location: Cloud region and backup policy

Top legal and operational risks from a weak agreement

Breach liability: Vendor and controller exposure

Regulatory fines: HIPAA or state penalties

Contract invalidation: Improper signature authority

Data loss costs: Recovery and notification costs

Reputational harm: Customer and partner trust loss

Operational delays: Incomplete exhibits or attachments

Common mistakes to avoid when preparing the agreement

Leaving data categories vague, which creates disputes about permitted processing and complicates breach reporting
Failing to attach technical exhibits that specify encryption standards, backup frequency, and access controls required by operations
Not specifying retention periods tied to legal citations, leaving parties uncertain about deletion and archival responsibilities
Overlooking subprocessors or downstream transfers, which can lead to unauthorized disclosure or noncompliance

Step-by-step: completing a Data Management Agreement

Follow these sequential steps to prepare, review, and finalize a Data Management Agreement with clear responsibilities and enforceable controls.

01

Identify parties: List full legal names and entity types
02

Define data: Specify categories, formats, and sensitivity
03

Set controls: Describe security, access, and audits
04

Sign and retain: Execute, store, and distribute copies

How digital execution and routing typically work

Digital workflows streamline signature routing, authentication, and storage while preserving a compliant audit trail for each signed agreement.

Upload document: Add agreement and attachments to platform
Place fields: Insert signature, date, and initial fields
Authenticate signer: Use email, SMS OTP, or stronger methods
Capture audit trail: Store timestamps, IP, and signer actions

Core clauses that make a Data Management Agreement actionable

Include specific, measurable clauses so obligations are auditable and enforceable across security, legal, and operational teams.

Scope of processing

Clearly describe permitted uses, excluded purposes, and whether the receiving party acts as controller, processor, or joint controller, to avoid role confusion and downstream liability.

Data categories

List data types and sensitivity levels, for example PHI, financial account data, or PII, and note formats such as structured, unstructured, or images to guide security controls.

Security obligations

Specify encryption standards, MFA, vulnerability management, and breach notification timelines with measurable SLAs to align legal and technical teams.

Subprocessors

Require written notice and flow-down obligations for any subcontractor that will access the data, including rights to audit and remove a subprocessor.

Retention and deletion

Set retention schedules tied to legal citations and procedures for secure deletion or return at contract termination to limit legal exposure.

Liability and indemnity

Define caps, exclusions, and insurance requirements and allocate responsibility for regulatory fines, breach remediation, and third-party claims.

Configuring an online workflow for execution

Set authentication, fields, and post-signature storage to match the agreement's security and retention requirements.

Field	Configuration
Signer Authentication	Email plus SMS OTP for standard assurance
Signature Fields	Signature, printed name, title, date
Conditional Fields	Show additional clauses based on checkboxes
Storage Location	Encrypted cloud folder with versioning

Platforms and formats for electronic completion

Ensure the chosen platform can export a tamper-evident signed PDF, retain an audit trail, and meet any required regulatory certifications.

Integrations: Salesforce, NetSuite, Google Workspace
File formats: PDF, DOCX, HTML, Excel
Advanced auth: SSO, SMS OTP, KBA

eSignature vendor comparison for executing Data Management Agreements

Compare common vendor features and starting prices to match signing volume, HIPAA needs, and bulk send requirements when selecting an eSignature provider.

	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 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

Real-world examples of executing data agreements

These brief examples show how organizations use data agreements to align operations and compliance across teams and partners.

Optica Ventures LLC

The interface is simple and easy-to-use for our team

Practical deployment across sales and operations
Brian Fitzgibbons COO noted the ease of use for customers and the internal team, enabling faster execution and fewer follow-ups after signature.

Martin Properties

Processed and executed documents online with compliance

Mobile and offline signing supported
Tim Martin founder emphasized being able to complete documents remotely while maintaining compliance and security for transaction records and tenant files.

Frequently asked questions and troubleshooting tips

Answers to common legal, operational, and technical questions to help finalize and defend your Data Management Agreement.

Need help? Contact support

Is an electronic signature legally valid
Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
When is a BAA required
A Business Associate Agreement is required whenever a partner handles protected health information; include HIPAA flow-down obligations and breach notification terms to meet 45 CFR requirements.
What if a signer lacks authority
If a signer lacks authority, the agreement may be unenforceable; confirm corporate signatory authority in a signature block and attach corporate resolutions when necessary.
Can I use RON or remote notarization
Remote online notarization is permitted in most states with specific identity proofing and recording rules; verify state notary regulations before relying on RON.
How long should we keep agreement records
Keep executed agreements for the contract term plus applicable legal minima, for example IRS three years and HIPAA six years, and longer when industry rules demand it.
What if data categories are too broad
Overly broad data definitions increase risk; narrow categories and use exhibits for technical specifics to limit permitted processing and ease auditability.

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