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Managed Services Contract

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MANAGED SERVICES CONTRACT

This Managed Services Contract (the Agreement) is made effective as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates a business requiring the ongoing operation, maintenance, monitoring and support of certain information technology systems and services; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to provide managed services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in a written Agreement.

SCOPE OF WORK

Service Provider shall provide managed IT services as described below. Services include but are not limited to network monitoring, system administration, security management, backup and recovery, software patching, and help-desk support. Specific deliverables, service levels, and exclusionary items shall be as described in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Service Provider the fees for Services as set forth below. All amounts are payable in U.S. dollars and exclude applicable taxes unless expressly stated otherwise.

Monthly invoicing    Quarterly invoicing    Milestone-based payments

Unpaid amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. Service Provider may suspend services if invoices are overdue by more than days after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: 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 immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing or by inspection, that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use it solely to perform obligations under this Agreement; and (iii) not disclose it to third parties except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, gross negligence or willful misconduct, neither party will be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider shall be solely responsible for withholding and paying its taxes and benefits for personnel performing under this Agreement.

Corporation    LLC    Individual/Proprietor

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute shall be in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, 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 oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Headings are for convenience only and do not affect interpretation.

Client Name:

By:

Date:

Service Provider Name:

By:

Date:

Enter text✕

What a Managed Services Contract Covers

Managed Services Contract defines the terms under which a provider delivers ongoing IT, facilities, or business support services to a client. It sets scope of services, service levels, fees, performance metrics, change control, confidentiality, intellectual property, liability limits, and termination rights. The contract allocates responsibilities for security, data protection, and compliance with applicable laws. For U.S. transactions, electronic execution is commonly valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; exceptions and state-specific notarization rules may still apply. Use clear exhibits and measurable service level agreements to avoid disputes.

Why a Clear Contract Matters

A well-drafted Managed Services Contract reduces uncertainty by defining service scope, performance metrics, payment terms, and liability allocations. Clear contractual terms help manage outages, support responsiveness, and regulatory compliance, lowering the risk of disputes and unexpected costs for both provider and client.

Why a Clear Contract Matters

Who Prepares and Signs These Contracts

Organizations and vendors preparing Managed Services Contracts include IT service providers, managed service providers, legal counsel, procurement teams, and client operations.

  • Providers: MSPs and VARs that deliver recurring IT, security, or infrastructure services under defined SLAs.
  • Clients: Enterprises, SMBs, and public agencies needing outsourced operations, support, or managed cloud services.
  • Advisors: In-house counsel, external attorneys, procurement specialists, and compliance officers reviewing terms and risks.

Tailor the contract language to the parties' roles and the operational complexity of the services to create enforceable obligations.

Essential Sections to Include

Core sections of a professional Managed Services Contract clarify roles, measurable service levels, risk allocation, pricing, change control, and termination mechanics.

Scope

Define included services, excluded tasks, deliverables, acceptance criteria, locations, hours of coverage, and responsibilities for hardware, software, and third-party vendors during term.

Service Levels

Specify measurable SLAs (uptime, response, resolution), reporting cadence, credits or remedies for breaches, escalation paths, and metrics calculation methods and service reporting formats.

Fees

Include pricing model (fixed, per-user, tiered), invoicing schedule, expense reimbursement, escalation for overtime or additional resources, and termination-related final accounting.

Change Control

Require written change orders, impact assessments, approval timelines, and revised pricing or schedule adjustments to manage scope changes and emergent project needs.

Confidentiality

Define confidential information, permitted disclosures, data handling standards, return or destruction obligations, and compliance references such as HIPAA where protected health information is involved.

Liability & Indemnity

Limitations of liability, caps, consequential loss exclusions, indemnification obligations for third-party claims, and insurance minimums to align commercial risk transfer expectations.

Step-by-Step: From Draft to Execution

Follow these steps to prepare, review, and execute a Managed Services Contract with clear obligations and enforceable terms.

  • 01
    Draft: Assemble scope, SLAs, pricing, and security obligations.
  • 02
    Review: Legal and technical teams review risk and compliance clauses.
  • 03
    Negotiate: Agree on changes, warranties, and liability caps in writing.
  • 04
    Execute: Obtain authorized signatures and distribute fully executed copies.

Configuring an Online Signing Workflow

Configure an online workflow to generate, route, and collect signatures for the Managed Services Contract using conditional fields and role-based routing.

Field Configuration
Template Use reusable template with clause libraries and exhibits.
Routing Define signer order and parallel signers as needed.
Authentication Select email, SMS code, or advanced authentication.
Notifications Set reminders, expiration, and copy addresses for countersignature.

Where to File and Send Executed Copies

Common submission paths for executed Managed Services Contracts include client records, vendor portals, and legal archives; choose a consistent destination to ensure access and compliance.

  • Upload: Upload final PDF to central contract management repository with version notes.
  • Email Distribution: Send executed copies to signers, procurement, and legal teams.
  • Contract Repository: Store with metadata: parties, effective date, term, and renewal options.
  • Vendor Portal: Publish in vendor portal for service delivery teams and billing.

Technical and Security Considerations for eSigning

Choose an eSignature platform that supports security, audit trail, and integrations used by your organization.

  • Integrations: Integrates with Salesforce, NetSuite, Microsoft 365.
  • File Types: Supports PDF, DOCX, HTML, Excel.
  • Authentication: Email, SMS, SSO, and advanced methods.

Key Timing and Deadline Expectations

Key contractual deadlines and timing expectations for Managed Services Contracts influence invoicing, SLA measurement, renewals, and termination notice periods.

Effective Date:

Date services commence and obligations begin; enter MM/DD/YYYY.

Invoicing Cycle:

Monthly or quarterly invoices due net 30 unless specified otherwise.

SLA Reporting:

Performance reports provided monthly with agreed metrics and timestamps.

Renewal Notice:

Automatic renewal unless notice provided within 30–90 days depending on clause.

Termination Notice:

Provide notice period per contract (typically 30–180 days).

Common Preparation Mistakes to Avoid

  • Vague scope descriptions that omit excluded tasks lead to disputes and unexpected change orders, increasing costs and delaying delivery.
  • Unclear SLA definitions or measurement methods create disagreement over credits and breach remedies and complicate performance enforcement.
  • Improperly assigned IP or data ownership terms can impede deliverables, licensing, and future portability of configurations or code.
  • Missing or inadequate security and privacy clauses expose parties to regulatory risk, especially when handling PHI or financial data.

Potential Consequences of Inadequate Terms

Breach Liability: Unlimited exposure if caps absent.
Service Credits: Insufficient remedies reduce recovery options.
Termination Costs: Early termination can trigger significant fees.
Regulatory Fines: HIPAA or other violations can result in fines.
Data Loss: Operational and reputational damage from breaches.
Tax Reporting: Incorrect EINs or invoicing may trigger withholding.

Typical eSignature Vendor Pricing and Feature Snapshot

Comparison of common eSignature vendors for executing Managed Services Contracts. signNow appears first; features and pricing vary by plan and contract volume.

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 Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Contract Execution

These examples show how organizations used online workflows and integrations to standardize Managed Services Contracts and reduce manual overhead.

Optica Ventures — Brian Fitzgibbons, COO

Optica Ventures standardized its Managed Services Contracts to streamline signature capture across customer engagements and internal approvals.

  • Interface was simple and easy to use.
  • Standard templates and online signing reduced approval cycles, improved compliance documentation, and made it easier for customers to complete agreements without in-person meetings, helping scale contract processing across multiple service lines.

Xerox — Kodi-Marie Evans, Director

Xerox integrated e-signature workflows with NetSuite to route Managed Services Contracts from order to signature within their ERP processes.

  • Provided flexibility to get signatures in required formats.
  • Integration ensured documents and signatures attached to NetSuite records, simplified audit readiness, reduced manual rekeying, and accelerated revenue recognition for managed service engagements.

Frequently Asked Questions and Practical Answers

Answers to common questions about executing, signing, and enforcing Managed Services Contracts, including eSign validity, notarization, and amendment procedures.


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