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Management and Consulting Agreement

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GENERAL AGREEMENT BETWEEN CHOICE ONE COMMUNICATION INC. AND LUCENT TECHNOLOGIES INC.

This General Agreement Number is made effective as of the by and between:

Customer: , a Delaware corporation, with offices located at

Seller: , a Delaware corporation, acting through its Global Service Providers Group, with offices located at

ARTICLE I. GENERAL TERMS AND CONDITIONS

1.2 TERM OF AGREEMENT: The term of this Agreement shall commence on the Effective Date and shall continue in effect thereafter for a period of years.

1.3 SCOPE: This Agreement applies to all transactions occurring during the Term whereby Products, Licensed Materials or Services are provided.

1.4 CUSTOMER RESPONSIBILITY: Customer shall provide Seller with technical information, data, technical support or assistance as may reasonably be required.

1.5 ORDERS: All orders submitted by Customer shall incorporate and be subject to the terms and conditions of this Agreement.

Customer order information:
Ship to Address:
Bill to Address:
Quantity/Type:
Price:
Requested Delivery Date:
Requested Completion Date:
Reference to Agreement:
Bill and Hold:

1.6 CHANGES IN CUSTOMER'S ORDERS: Change Orders are subject to acceptance by Seller.

1.7 CHANGES IN PRODUCTS: Seller may make changes in Products provided Form, Fit, or Function are not materially affected.

1.8 PRICES: Prices shall be as set forth in Seller's firm price quotation or Customer Price Lists, as applicable.

1.9 INVOICES AND TERMS OF PAYMENT:

Payment Milestone Schedule

Initial Payment (To Accompany Purchase Order):

Second Payment (Prior to Shipment):

Third Payment (Due within 30 days of Shipment):

Final Payment (Due within 30 days of invoice):

1.10 PURCHASE MONEY SECURITY INTEREST: Seller reserves a purchase money security interest in all Products and Licensed Materials supplied under this Agreement.

1.11 TAXES: Customer shall be liable for all taxes and related charges unless Customer provides a valid tax exempt certificate.

1.12 TRANSPORTATION AND PACKING: Seller shall arrange for prepaid transportation to destinations in the contiguous United States.

1.13 TITLE AND RISK OF LOSS: Title and risk of loss shall pass upon delivery or stocking, as applicable.

1.14 WARRANTY:

Warranty periods vary by product and software category as described in the Agreement.

1.15 INFRINGEMENT: Seller will defend Customer against certain third-party infringement claims.

1.16 CUSTOMER'S REMEDIES: Customer's exclusive remedies are limited as described herein.

1.17 INSURANCE: Both parties shall maintain required insurance coverage.

1.18 USE OF INFORMATION: Confidential information shall be used only for authorized purposes.

1.19 DOCUMENTATION: Seller shall furnish documentation for Products and Software as provided in the Agreement.

1.20 NOTICES:

If to Seller:

If to Customer:

1.21 FORCE MAJEURE: Neither party shall be held responsible for delay or failure in performance caused by events beyond its control.

1.22 ASSIGNMENT: Assignment is restricted except as expressly permitted.

1.23 TERMINATION OF AGREEMENT FOR BREACH: Either party may terminate for material breach after notice and cure period.

1.24 ARBITRATION: Disputes shall be escalated and then resolved by mediation and arbitration as provided.

1.25 NON-SOLICITATION: The parties agree not to solicit certain employees for one year after termination.

1.26 INDEPENDENT CONTRACTOR: Each party acts as an independent contractor.

1.27 RELEASES VOID: Releases or waivers of personal rights are not required.

1.28 PUBLICITY: No publicity referencing the other party without prior written consent.

1.29 CONFIDENTIALITY OF AGREEMENT: The Agreement and pricing information shall be kept confidential.

1.30 AMENDMENTS: Amendments must be in writing and signed by authorized representatives.

ARTICLE II. PROVISIONS APPLICABLE TO LICENSED MATERIALS

2.1 LICENSE FOR LICENSED MATERIALS: Seller grants a personal, nontransferable, nonexclusive license to Use Licensed Materials on a Designated Processor in the United States.

2.2 CHANGES IN LICENSED MATERIALS: Seller may modify the Specifications relating to Licensed Materials before shipment.

2.3 CANCELLATION OF LICENSE: Seller may cancel a license after uncured material noncompliance.

2.4 OPTIONAL SOFTWARE FEATURES: Optional features require written authorization and payment of applicable fees.

2.5 ADDITIONAL RIGHTS IN LICENSED MATERIALS: Customer may relocate software permanently upon notice.

2.6 INSTALLATION OF SOFTWARE: Installation responsibilities depend on the order terms.

2.7 SOFTWARE ACCEPTANCE: Customer may conduct an Acceptance Test during the applicable Acceptance Test Period.

2.8 MODIFICATIONS BY CUSTOMER TO USER CONTROLLED MODULES: Customer may modify certain user-controlled modules.

2.9 ADDITIONAL SOFTWARE RIGHTS FOR 5ESS(R) SWITCH LICENSED MATERIALS: Special rights apply to 5ESS(R) Switch Software.

ARTICLE III. PROVISIONS APPLICABLE TO ENGINEERING, INSTALLATION AND OTHER SERVICES

GENERAL: Article III applies to Services ordered and furnished under this Agreement.

3.1 SITE REQUIREMENTS: Customer is responsible for site readiness and compliance.

3.2 ADDITIONAL ITEMS TO BE PROVIDED BY CUSTOMER:

3.3 ITEMS TO BE FURNISHED BY SELLER:

3.3.1 ENGINEERING: Seller will review relevant engineering items and perform a needs analysis.

3.3.2 INSTALLATION: Seller and Customer will perform a joint site survey and review the Method of Procedure.

3.4 ACCEPTANCE: Installation Services are considered complete and ready for acceptance upon Turnover.

3.5 WORK OR SERVICES PERFORMED BY OTHERS: Third-party work shall not interfere with Seller's performance.

ARTICLE IV. ENTIRE AGREEMENT

4.1 ENTIRE AGREEMENT: This Agreement supersedes prior understandings between the parties.

Choice One Communication Inc.

By:

Name:

Title:

Date:

Lucent Technologies Inc.

By:

Name:

Title:

Date:

EXHIBIT 10.24 - SERVICE BUREAU AGREEMENT

Effective Date:

Term of Agreement:

Customer:

Saville:

Service Bureau Agreement Key Items:

Schedule A - Services Description

Processing Services, Support Services, and Technical Support Services are provided.

Data Center Facilities, Message Processing, Tape Operations, Back-up of Data, Output Production, and Service Outages are described in the schedule.

Schedule B - Service Levels

Host System Availability target:

Schedule C - Customization Services Agreement

Includes software developments, future software developments, delivery schedule, payment terms, termination, warranty, liability, and indemnification.

Choice One Communications Inc.

By:

Name:

Title:

Saville Systems Inc.

By:

Name:

Title:

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What a Management and Consulting Agreement Covers

A Management and Consulting Agreement is a written contract that defines the services a consultant or management firm will provide to a client, the scope of work, compensation, performance standards, confidentiality obligations, intellectual property treatment, term and termination rights, and dispute-resolution procedures. It allocates responsibilities between parties, sets billing and payment schedules, and records any project milestones or deliverables. The agreement provides a clear legal framework so both sides understand expectations, remedies for breach, and which law governs interpretation.

Why this Agreement Matters for Both Parties

A clear Management and Consulting Agreement reduces misunderstandings, limits exposure to disputes, and documents payment and IP arrangements. It helps preserve confidentiality, establishes measurable deliverables, and creates an enforceable record for regulatory or tax purposes.

Why this Agreement Matters for Both Parties

Who Typically Uses a Management and Consulting Agreement

Organizations and independent consultants use this agreement to formalize advisory, management, or project-based engagements.

  • Small and mid-size businesses hiring external managers or consultants for operations, strategy, or interim leadership roles.
  • Independent consultants, advisors, and management firms providing defined deliverables or retained services to corporate clients.
  • Legal, finance, or HR teams who must document terms for compliance, tax reporting, or vendor management.

The document is suitable for one-off projects, retainer arrangements, or long-term outsourced management relationships where written terms reduce risk.

Core Elements to Include in the Agreement

A professional agreement addresses operational, financial, legal, and administrative topics so the engagement can be executed and enforced without ambiguity.

Scope of Services

Describe specific tasks, deliverables, milestones, and performance standards. Avoid vague language like 'best efforts' without measurable targets or timelines.

Compensation

Specify fees, payment schedule, expense reimbursement, invoicing terms, and late-payment interest. Include whether payments are flat, hourly, milestone-based, or retainer-based.

Term and Termination

State the agreement start date, duration, renewal mechanics, and termination for convenience or cause. Include notice periods and post-termination obligations.

Confidentiality

Define confidential information, permitted disclosures, obligations to protect data, and duration of confidentiality obligations after termination.

Intellectual Property

Address ownership of work product, licensing rights, assignment of IP, and any pre-existing background materials retained by each party.

Liability & Indemnity

Limitations on liability, indemnification obligations, insurance requirements, and any caps on damages. Clarify carve-outs for willful misconduct.

Essential Information to Collect and Record

Party Names: Full legal entity names
Contact Details: Street address and email
Tax ID: EIN or SSN as applicable
Scope Summary: Concise service description
Compensation Terms: Fees and billing cycle
Effective Date: MM/DD/YYYY format

Step-by-Step: How to Complete the Agreement

Follow these sequential steps to prepare, review, and finalize the Management and Consulting Agreement efficiently.

  • 01
    Draft Core Terms: Define scope, fees, and term before adding boilerplate.
  • 02
    Assign Responsibilities: List deliverable owners and reporting cadence.
  • 03
    Review Legal Clauses: Check IP, confidentiality, and indemnities.
  • 04
    Execute and Archive: Collect signatures and save the signed copy.

Configuring an Online Signing Workflow

Set up the digital workflow so signers receive the document in the correct order with required fields and authentication methods.

Field Configuration
Signature Field Assign to signer; require date stamp
Initials Field Place on each page needing confirmation
Conditional Fields Show only when specific options selected
Authentication Email link or SMS code; consider KBA for sensitive deals

Where to Send and How Execution Works

Decide who receives drafts, who reviews, and the final signers so routing and storage are consistent.

  • Internal Review: Legal and finance review before external sharing
  • Client Review: Send draft with trackable comments
  • Signature Routing: Set signer order and authentication
  • Final Distribution: Provide signed PDF and audit trail

Digital Signing and eSubmission Considerations

Choose a platform that supports required authentication, audit trails, and secure storage for the agreement.

  • Authentication Options: Email, SMS, KBA, SSO
  • File Formats: PDF, DOCX, or HTML
  • Integrations: CRM and cloud storage

Confirm the platform supports ESIGN/UETA compliance, audit logs, and any industry-specific controls (for example, HIPAA BAA if handling PHI).

Key Dates and Timing to Include

Document the dates that trigger performance, billing, renewal, and reporting obligations to avoid disputes or missed deadlines.

Effective Date:

When rights and duties begin; use MM/DD/YYYY.

Payment Schedule:

Invoice due dates and grace periods for late payment.

Notice Periods:

Days required for termination or cure notices.

Renewal Deadlines:

Automatic renewal opt-out windows and notice timing.

Tax Reporting:

1099-NEC recipient reporting by Jan 31 each year

Common Mistakes to Avoid

  • Using vague scope or deliverable descriptions, which creates disputes over acceptance and payment eligibility.
  • Failing to document change orders or scope expansions, leading to unpaid work or client disputes.
  • Omitting explicit IP assignment or license language, which can create ownership conflicts later.
  • Not verifying signer authority; having an unauthorized signer can render the agreement unenforceable.

Risks and Penalties to Watch For

Tax Reporting: Incorrect 1099 information risks IRS penalties
Worker Misclassification: Classifying employees as contractors may trigger fines
Confidentiality Breach: Data leaks can lead to liability
IP Disputes: Unclear ownership can cause litigation
Late Payment: Cashflow disruption and interest charges
Invalid Signature: Improper execution may void the agreement

eSignature Vendor Comparison for Executing This Agreement

Compare common vendor features and starting prices relevant to signing and storing Management and Consulting Agreements; signNow is listed first for alignment with available plan details.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Tips for a Clean, Enforceable Agreement

Adopt clear drafting and execution practices to reduce risk and speed approval.

Define Measurable Deliverables
Break work into specific milestones with acceptance criteria and dates. Measurable deliverables reduce disputes and make invoicing straightforward.
Specify Payment and Remedies
Include payment schedule, late fees, and remedies for nonpayment. State whether interest applies and how disputes affect payment obligations.
Document Change Management
Require written change orders signed by authorized representatives. This prevents scope creep and clarifies billing for additional work.
Verify Signer Authority
Confirm signatories have authority and include printed name and title. For entities, require an officer or authorized agent to sign.

Frequently Asked Questions and Troubleshooting

Answers to common legal and practical questions when preparing, signing, or enforcing a Management and Consulting Agreement.


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