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Legal M&S Agreement

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MARKETING & SALES AGREEMENT

This Marketing & Sales Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , an entity organized as , with principal place of business at ; and Party B Name: , an entity organized as , with principal place of business at .

RECITALS

WHEREAS, Party A develops, markets, and sells products and services and desires to engage Party B to provide marketing, lead generation, distribution, and sales services on the terms set forth herein; and

WHEREAS, Party B represents that it has the experience, personnel, and expertise necessary to perform the marketing and sales services described in this Agreement and is willing to provide such services subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means nonpublic information disclosed by a disclosing party 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, including pricing, customer lists, product roadmaps, marketing plans, and trade secrets. Confidential Information does not include information that is (a) known to the receiving party without restriction prior to disclosure, (b) becomes publicly known through no fault of the receiving party, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

1.2 "Deliverables" means all materials, marketing collateral, reports, lead data, proposals, software customizations, and other work product created by Party B for Party A under this Agreement.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Party A hereby engages Party B to perform the services described in Section 2.2, and Party B accepts such engagement on the terms and conditions set forth in this Agreement.

2.2 Services. Party B will provide marketing, lead generation, sales support, distribution coordination, and associated services as more particularly described in the scope below:

2.3 Performance Standards. Party B shall perform the Services in a professional and workmanlike manner in accordance with prevailing industry standards and shall dedicate sufficient personnel and resources to meet agreed milestones and deliverables.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice to the other party of a material breach, if such breach is not cured within such notice period.

3.3 Termination for Convenience. Party A may terminate this Agreement for convenience upon sixty (60) days' prior written notice to Party B; in such event, Party A shall pay Party B for Services performed and non-cancellable obligations incurred through the effective date of termination.

4. COMPENSATION; EXPENSES

All payments due hereunder are exclusive of taxes, and the paying party shall withhold or pay all taxes as required by applicable law. Any disputed amounts shall be raised in writing within thirty (30) days of receipt of invoice.

5. CONFIDENTIALITY

5.1 Protection. Each party shall (a) maintain the other's Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted herein, and (c) use it only to exercise rights or perform obligations under this Agreement. Each party shall implement reasonable safeguards at least as protective as those it uses to protect its own confidential information.

5.2 Duration. Confidentiality obligations with respect to Confidential Information shall survive for the period of years following termination or expiration of this Agreement, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. All Deliverables shall be considered works made for hire for Party A to the extent permitted by law, and Party A shall own all right, title and interest in the Deliverables. To the extent any Deliverable is not a work made for hire, Party B hereby assigns and agrees to assign to Party A all right, title and interest in and to such Deliverables.

6.2 License Back. Party A grants to Party B a limited, non-exclusive, non-transferable license to use Party A's trademarks and marketing materials solely as necessary to perform the Services during the Term, subject to Party A's trademark usage guidelines.

7. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations; the execution and performance of this Agreement will not violate any agreement by which it is bound; and it will comply with all applicable laws and regulations in performing its obligations hereunder.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party (the "Indemnitor") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents (the "Indemnitees") from and against any third-party claims arising out of (a) the Indemnitor's breach of this Agreement, (b) willful misconduct or negligence by the Indemnitor, or (c) infringement of third-party intellectual property rights caused by the Indemnitor's Deliverables; provided that the Indemnitee gives prompt written notice of the claim and cooperates in the defense.

8.2 Limitation of Liability. Except for liability arising from indemnification obligations, willful misconduct, or a party's breach of its confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party arising out of or in connection with this Agreement shall not exceed .

9. BREACH; REMEDIES

Remedies for breach shall include injunctive relief, specific performance, and monetary damages. The parties acknowledge that monetary damages may be insufficient to remedy certain breaches of confidentiality or intellectual property obligations and that equitable relief is an appropriate remedy in addition to other remedies at law or in equity.

10. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses below or to such other address as either party designates by written notice to the other.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

12.3 Entire Agreement. This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

13. MISCELLANEOUS

13.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

13.2 Subcontracting. Party B may engage subcontractors to perform portions of the Services provided that Party B remains fully responsible for the performance of such subcontractors and for compliance with this Agreement.

Party A - Printed Name:

By:

Date:

Party B - Printed Name:

By:

Date:

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What the Legal M&S Agreement Is and when it's used

A Legal M&S Agreement (Maintenance and Support Agreement) is a contract that sets terms for ongoing support, software maintenance, updates, service levels, and related responsibilities between a provider and a customer. It defines scope of support, response and resolution times, warranty disclaimers, change control, fees, and termination conditions. The document allocates risk, describes deliverables and acceptance criteria, and establishes payment and renewal processes. It is used for software, hosted services, hardware maintenance, and other technical support relationships to ensure predictable service and legal clarity.

Why a clear M&S agreement matters

A well-drafted Legal M&S Agreement reduces disputes, clarifies service levels and billing, and protects intellectual property and confidentiality while allocating risk between parties in ongoing engagements.

Why a clear M&S agreement matters

Who typically prepares and signs an M&S agreement

Teams that draft, review, or sign Legal M&S Agreements are usually legal, procurement, IT, and operations stakeholders.

  • IT managers and technical leads who confirm scope and acceptance criteria
  • Procurement or purchasing teams who review pricing, terms, and renewals
  • In-house counsel or outside attorneys who negotiate liability, IP, and termination clauses

Each signer’s role affects required approvals, authentication level, and whether notarization or witness signatures are ever necessary.

Common signers and document owners

VP, Legal

As legal approver, the VP of Legal negotiates liability caps, indemnities, warranty language, and the governing law clause. They confirm that contract language aligns with company risk tolerance and regulatory obligations before signature.

IT Director

The IT Director validates technical SLAs, escalation paths, and acceptance criteria. Their review ensures the support scope, uptime commitments, and delivery schedules match operational capability and vendor commitments.

Core components to include in a professional M&S Agreement

A complete Legal M&S Agreement organizes obligations, measurable service expectations, and legal protections. Include precise definitions, scope, and operational details so each party understands responsibilities and remedies.

Definitions

Clear, project-specific definitions for terms such as 'Supported Product', 'Business Hours', 'Severity Level', and 'Planned Maintenance' to avoid ambiguity in performance and invoicing.

Scope of Services

Detailed description of maintenance, updates, patches, helpdesk support, and excluded services, with examples and references to any attached schedules or exhibits.

Service Levels

Explicit SLAs including response and resolution times by severity, uptime commitments, measurement methods, credits or remedies for SLA breaches, and reporting cadence.

Fees & Invoicing

Pricing model (subscription, per-incident, hourly), billing frequency, payment terms, late fees, taxes, and any change-order pricing procedures.

Term & Termination

Initial term, renewal mechanics, termination for convenience vs. cause, transition assistance obligations, and post-termination data return or destruction duties.

Liability & IP

Liability caps, indemnities, warranty disclaimers, ownership of improvements, license grants, confidentiality obligations, and data protection commitments.

Essential administrative and security fields

Parties: Full legal names
Effective Date: MM/DD/YYYY
Service Address: Street, city, state ZIP
Data Handling: Encryption and access
HIPAA: BAA required if PHI
Governing Law: State selection

Step-by-step: completing the Legal M&S Agreement

Follow a consistent completion process: confirm parties, define scope, set SLAs, add pricing, confirm legal clauses, and gather authorized signatures to finalize the agreement.

  • 01
    1. Identify parties: Enter legal entity names and address details.
  • 02
    2. Define scope: Attach exhibits listing included and excluded services.
  • 03
    3. Set SLAs: Specify severity levels, response, and resolution times.
  • 04
    4. Obtain signatures: Collect authorized signatures with required authentication.

Typical digital workflow settings for e-sign and approvals

Configure the document flow so reviewers see the right fields, in the right order, with appropriate authentication and reminders.

Field Configuration
Signing Order Sequential or parallel
Authentication Email, SMS code, or KBA
Reminders Schedule recurring email nudges
Attachments Require exhibits before signing

How an online M&S agreement execution typically proceeds

Digital completion usually follows a simple sender>signer>archive sequence with built-in audit trail and delivery receipts.

  • Upload and tag: Sender uploads the final contract and places fields.
  • Invite signers: Add signer emails and set signing order.
  • Authenticate: Signers authenticate per workflow settings.
  • Complete and archive: Signed copies and audit trail are stored.

Technical and integration considerations for e-signing

Ensure your e-sign platform supports required authentication, audit trails, and integrations with back-office systems.

  • Authentication Options: Email, SMS, KBA
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Document Formats: PDF, DOCX, HTML

Comparison of typical eSignature vendor pricing and limits

Basic pricing and feature differences can affect total cost and compliance options for M&S Agreement workflows; signNow is listed first for 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 by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Practical tips for accurate and efficient completion

Apply consistent internal controls and standardized templates to reduce negotiation cycles and execution errors.

Use standardized exhibits
Attach a single, version-controlled exhibit for scope and SLAs. Update the exhibit rather than editing the main agreement to preserve change history and avoid ambiguity.
Confirm signer authority
Verify signer authority with corporate resolution or delegated signature policy. Lack of authority may render the contract unenforceable or trigger repudiation.
Record service metrics
Include measurable obligations and reporting cadence. Require monthly or quarterly SLA reports to support credit calculations and dispute resolution.
Preserve audit trails
Keep exportable audit records that show intent, timestamp, IP address, and authentication type to satisfy ESIGN and evidence needs.

Common legal risks and potential penalties

Contract voidance: Improper signatory
Regulatory fines: HIPAA or industry violations
Data breach liability: Compensatory damages
Late performance: Service credits or termination
IP disputes: Ownership litigation
Tax exposure: Misclassified billing

Frequent preparation issues to avoid

  • Using vague scope language that omits exclusions or acceptance criteria, which leads to disputes over whether a service is in scope.
  • Failing to define severity levels numerically, causing inconsistent incident prioritization and missed SLA measurements across teams.
  • Relying on oral commitments or separate emails not incorporated by reference into the agreement, which weakens enforceability.
  • Not verifying signer authority or identity before execution, increasing the risk of later challenges to contract validity.

Industry examples showing how M&S agreements are applied

These concise case examples illustrate typical contractual choices and how they address operational needs.

SaaS Vendor Renewal

A mid-sized SaaS vendor implemented a one-year M&S Agreement with defined SLAs and monthly reporting

  • The SLA tied credits to uptime below 99.9%
  • As a result, the customer and vendor had clear remedies and fewer service disputes during renewals, speeding negotiation cycles and reducing churn risk.

Hardware Maintenance Contract

A managed services provider added on-site response times and spare-parts obligations to its M&S Agreement

  • The contract required two business-day onsite response for critical hardware
  • This clarity reduced escalation calls, improved repair outcomes, and made invoicing audits straightforward for both parties.

Key timing and filing expectations relevant to M&S agreements

Track internal deadlines for renewals, notice periods, and tax or reporting obligations tied to contract fees and payments.

Renewal Notice:

Provide written notice as specified, often 30–90 days before renewal

Termination for Cause:

Follow cure period in contract, commonly 30 days

Invoice Payment:

Standard net 30 or negotiated net 45 terms

Tax Reporting:

Retain invoices and receipts per IRS rules for audit

Record Retention:

Preserve executed agreements per retention timeline

Frequently asked questions about Legal M&S Agreements

Answers to common legal and execution questions about Maintenance & Support Agreements, electronic signatures, and recordkeeping.


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