Is an electronic signature legally binding?

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

When is a BAA required?

A Business Associate Agreement is required when the vendor creates, receives, maintains, or transmits protected health information on behalf of a covered entity under HIPAA. Include BAA terms before PHI transfer.

Do signed copies need notarization?

Most commercial contracts do not require notarization. Notarization may be needed for specific attachments or state-specific requirements; verify with counsel for your jurisdiction.

Can the agreement be signed remotely?

Yes, provided the chosen eSignature solution meets legal validity tests and any required authentication. For documents requiring notary acknowledgement, confirm the state’s RON rules before using remote notarization.

How long must we retain the signed agreement?

Retention depends on record type: retain the contract for the active term plus recommended post-termination periods. HIPAA-related records require six years (45 CFR §164.530(j)); tax-related records follow IRS schedules.

What if a signer’s name is incorrect?

Mismatched or incorrect signer names can create enforceability and payment problems. Amend and re-execute the document or add a corrective signature page to preserve clear attribution.

Electronic Signature
Templates
Healthcare
Healthcare Managed Services Agreement

Healthcare Managed Services Agreement

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

HEALTHCARE MANAGED SERVICES AGREEMENT

This Healthcare Managed Services Agreement (the Agreement) is entered into as of by and between:

Parties and Contact Information

Client Name: Client Address: Client Primary Contact: Client Contact Phone: Provider Name: Provider Address: Provider Primary Contact: Provider Contact Phone:

Recitals

WHEREAS, Client operates healthcare services and requires managed information technology and related services to support clinical and administrative functions; and WHEREAS, Provider represents that it has the expertise, personnel, tools and systems required to perform the services described herein in accordance with applicable law and industry standards; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows.

Definitions

For purposes of this Agreement, capitalized terms have the following meanings: "Protected Health Information" or "PHI" means individually identifiable health information created or received by Client; "Services" means the managed services described in Section 3; "Confidential Information" means non-public business, technical, or patient information disclosed by a party; and "Business Day" means any day other than a Saturday, Sunday or public holiday observed at Client's principal place of business.

Scope of Services

Provider shall furnish the managed IT, infrastructure, security and support services described in the Service Schedule attached hereto as Exhibit A and incorporated by reference. Provider shall perform Services in a professional manner consistent with applicable industry standards and applicable laws governing healthcare information.

Summary of Services (brief):

Service Levels and Performance

Provider shall meet the service levels set forth in the Service Schedule. Unless otherwise agreed, Provider will maintain system availability of measured monthly. Response time for severity 1 incidents shall be within .

Data Security, Privacy and HIPAA Compliance

Provider shall implement administrative, physical and technical safeguards to protect PHI in compliance with applicable law. Provider represents and warrants that it will act as a Business Associate, when required, and will only use or disclose PHI as permitted by this Agreement and applicable law.

Provider will maintain reasonably appropriate encryption, access controls, logging, and vulnerability management. In the event of a security incident resulting in unauthorized access to PHI, Provider shall notify Client without unreasonable delay and in no event later than after discovery and shall cooperate with Client in breach response and notification obligations.

Security Standards and Certifications:

Fees, Invoicing and Payment

Client shall pay Provider fees as set forth in the Fee Schedule. All invoices are due within of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

Primary Fee / Monthly Amount:

Term and Termination

The initial term of this Agreement shall be . Thereafter the Agreement will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least prior to the end of the then-current term. Either party may terminate for material breach if such breach remains uncured after thirty (30) days' written notice, or immediately for uncured breaches affecting PHI or patient safety.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information and shall not use such information except to perform obligations under this Agreement. Obligations of confidentiality survive termination for a period of five (5) years, or as otherwise required for retention of PHI under law.

Indemnification and Liability

Provider shall indemnify, defend and hold Client harmless from claims arising out of Provider's negligent acts, willful misconduct, or breach of obligations regarding PHI. Client shall indemnify Provider for claims arising out of Client's misuse of services or inaccurate data provided to Provider. Except for each party's indemnification obligations and breaches involving PHI or willful misconduct, neither party's aggregate liability shall exceed the fees paid by Client to Provider in the twelve (12) months preceding the claim. This limitation will not apply to liability for death or bodily injury.

Insurance

Provider Insurance Requirements:

Audit Rights and Records

Client may audit Provider's relevant policies, security controls and records upon reasonable advance notice and during normal business hours, not more than once annually except following a security incident. Provider shall retain logs and records related to Services for a period of .

Subcontractors and Personnel

Provider may engage subcontractors to perform Services provided that Provider remains responsible for subcontractor performance and ensures subcontractors are bound by confidentiality and HIPAA-equivalent obligations. Provider shall ensure all personnel accessing PHI have undergone appropriate background checks and training.

Change Orders

Changes to the scope of Services shall be documented in a written Change Order signed by authorized representatives of both parties. Change Orders shall specify any change in fees, schedule and acceptance criteria.

Warranties; Disclaimer

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, pandemics, labor disputes, or governmental action. The affected party shall provide prompt notice and take commercially reasonable steps to mitigate the effect.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes through escalation between senior executives. If unresolved, disputes shall be resolved by binding arbitration in the state specified below, and governed by the substantive law of that state without regard to choice of law principles.

Governing Law State:

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates in writing.

Notice Address for Client: Notice Address for Provider:

Audit and Compliance Certifications

Provider certifies that to the best of its knowledge it is in compliance with all laws applicable to the performance of Services, including privacy, data security and licensing requirements applicable to healthcare operations. Provider will promptly inform Client of any regulatory action materially affecting Provider's ability to deliver Services.

Patient Data Migration Sample (if applicable)

The following fields may be used only when Client authorizes Provider to perform data migration or test transfers of patient data. Provider shall treat all entries as PHI under the terms above.

Patient Full Name: Patient Date of Birth: Patient Gender: Patient Address: Patient Phone: Emergency Contact:

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior proposals, agreements, or representations. Any modification must be in writing signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in full force and effect.

Client:

By:

Date:

Provider:

By:

Date:

What the Healthcare Managed Services Agreement Covers

A Healthcare Managed Services Agreement is a written contract that defines the scope, responsibilities, performance standards, data protection, payment terms, and liability allocation between a healthcare provider and a managed services vendor. It typically covers services such as managed IT, clinical or back-office service delivery, revenue cycle management, security and compliance obligations (including HIPAA and any required BAA), service levels, incident response, change management, and termination procedures to protect patient data and ensure continuity of care.

Why this agreement matters for healthcare organizations

A clear, well-drafted agreement aligns expectations, reduces operational risk, and documents HIPAA responsibilities and business associate obligations. It also sets measurable service levels and remedies to reduce downtime and protect patient data.

Who typically prepares and signs this agreement

Healthcare providers, ambulatory networks, health systems, and vendors use this agreement to formalize managed services relationships and compliance responsibilities.

Hospital systems and health networks that outsource IT, billing, or clinical support functions.
Managed service vendors providing IT, RCM, telehealth, or clinical staffing services.
Compliance officers and CISOs responsible for HIPAA and data security oversight.

Legal, procurement, IT, and compliance teams commonly collaborate to draft and approve the final contract before authorized signatories execute it.

Key signatories and their roles

Chief Information Officer

The CIO typically negotiates technical scope, security controls, and acceptance criteria. They verify technical SLAs, disaster recovery commitments, and that the vendor’s controls meet the organization’s cybersecurity policy and regulatory obligations.

General Counsel

Legal counsel reviews indemnities, liability caps, data processing and BAA terms, regulatory compliance references, and termination language to limit exposure and ensure enforceability under applicable state and federal law.

Essential contract sections to include

A comprehensive Healthcare Managed Services Agreement organizes legal, operational, and technical requirements into clear sections so each party’s duties are enforceable and measurable.

Scope of Services

Define services in detail, deliverables, excluded activities, and performance metrics so operational teams know precise responsibilities and avoid scope creep or billing disputes.

Service Levels (SLA)

Include uptime targets, response and resolution times, credits or remedies for missed SLAs, monitoring requirements, and reporting cadence to measure vendor performance.

Data Security and Privacy

Specify encryption, access controls, logging, breach notification timelines, and responsibilities for protecting PHI; require a signed BAA where the vendor processes protected health information.

Change Management

Describe approval processes for scope changes, pricing adjustments, scheduled maintenance windows, and communication protocols to minimize clinical disruption.

Payments and Fees

Set billing frequency, invoicing requirements, acceptance testing for billable work, late payment terms, and any variable fees tied to usage or performance.

Termination & Transition

Define termination for convenience and cause, exit obligations, data return/destruction, transition assistance, and post-termination access to ensure continuity of care.

Step-by-step: completing and executing the agreement

Follow these sequential steps to prepare, approve, sign, and store the agreement securely.

01

Draft and Review: Prepare terms, route to legal and IT for review.
02

Security Assessment: Complete vendor security questionnaire and evidence review.
03

Finalize Terms: Resolve open items and approve SLA and fees.
04

Execute and Archive: Collect signatures, store signed copies in records system.

Typical processing flow for an online agreement

This flow describes a common online signing process for managed services agreements.

Upload Document: Sender uploads final PDF or DOCX to signing platform.
Place Fields: Add signature, date, and initial fields where required.
Send to Signers: Assign signing order and send secure invites or links.
Collect Audit Trail: Signed copies and audit logs are generated automatically.

Recommended electronic workflow settings

Configure the signing workflow to match your review and approval needs before sending the agreement for signature.

Field	Configuration
Signer Order	Use sequential signing when approvals must follow a fixed order.
Authentication	Select email or SMS code authentication for signer attribution.
Reminders	Enable automatic reminders and set frequency for outstanding signatures.
Archival	Configure automatic export to secure document repository after completion.

Technical and integration considerations

Confirm SSO, API access, and BAA availability where required; test end-to-end signing and archival before production use.

Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365.
File Formats: PDF and DOCX support with audit trail export.
Authentication: Email, SMS, or advanced authentication options like KBA.

Security, compliance, and technical controls to require

HIPAA BAA: BAA required for PHI handling

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

Audit Trail: Detailed logs with timestamps

Certifications: SOC 2 Type II and ISO 27001

21 CFR Part 11: Support for FDA-regulated records

Access Controls: Role-based access and SSO

Key legal and operational risks to address

HIPAA Violations: Civil and criminal penalties

Data Breach Costs: Notification and remediation expenses

Service Interruption: Clinical impact and reputational harm

Indemnity Exposure: Uncapped vendor liability increases risk

Contract Ambiguity: Disputes over scope and fees

Regulatory Noncompliance: State and federal fines or sanctions

Common mistakes when preparing the agreement

Using vague service descriptions that create differing expectations between clinical and vendor teams and lead to disputes or scope creep.
Failing to include a Business Associate Agreement when PHI is processed, which exposes both parties to HIPAA enforcement risk.
Neglecting exit and data-transfer provisions that impede continuity of patient care at contract termination or transition.
Skipping security testing and evidence review that would confirm the vendor meets required encryption and access-control standards.

Practical tips for accurate and efficient completion

These practices reduce negotiation time, improve enforceability, and help maintain compliance across the contract lifecycle.

Use clear, measurable SLAs

Define uptime, response times, and acceptable remedies with specific metrics and reporting formats so performance can be objectively evaluated and disputes resolved more quickly.

Require a BAA where needed

Explicitly state PHI handling rules, breach notice timelines, and permitted subprocessors; require the vendor to sign a BAA before PHI transfer.

Centralize document templates

Maintain standardized clause libraries for security, indemnity, and termination to accelerate reviews and ensure consistent protections across vendor contracts.

Test eSignature flows

Perform end-to-end tests of authentication, signing, and archival before live use, and confirm that signed PDFs and audit trails are durable and exportable.

Real-world examples of managed services agreements in use

These short case narratives show how organizations apply managed services agreements to control risk and streamline operations.

Fertility Centers of Illinois

A midsize healthcare provider needed reliable eSign workflows and secure PHI handling.

The vendor provided HIPAA-ready processes.
The organization reports improved turnaround on contracts and a single, auditable record of execution that met clinical privacy requirements and reduced administrative delays.

Martin Properties

A regional operator digitized contracts to eliminate in-person signing.

The team used electronic workflows for remote execution.
The result was consistent, compliant execution across mobile and desktop devices with audit trails for governance and fast access to signed agreements.

eSignature vendor comparison for executing agreements

Compare baseline pricing and core capabilities when selecting an eSignature platform for Healthcare Managed Services Agreements. signNow appears first.

	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

Frequently asked questions about executing this agreement

Answers to common questions about enforceability, signing options, HIPAA, and recordkeeping for Healthcare Managed Services Agreements.

Need help? Contact support

Is an electronic signature legally binding?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and record retention requirements are met.
When is a BAA required?
A Business Associate Agreement is required when the vendor creates, receives, maintains, or transmits protected health information on behalf of a covered entity under HIPAA. Include BAA terms before PHI transfer.
Do signed copies need notarization?
Most commercial contracts do not require notarization. Notarization may be needed for specific attachments or state-specific requirements; verify with counsel for your jurisdiction.
Can the agreement be signed remotely?
Yes, provided the chosen eSignature solution meets legal validity tests and any required authentication. For documents requiring notary acknowledgement, confirm the state’s RON rules before using remote notarization.
How long must we retain the signed agreement?
Retention depends on record type: retain the contract for the active term plus recommended post-termination periods. HIPAA-related records require six years (45 CFR §164.530(j)); tax-related records follow IRS schedules.
What if a signer’s name is incorrect?
Mismatched or incorrect signer names can create enforceability and payment problems. Amend and re-execute the document or add a corrective signature page to preserve clear attribution.

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