Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws; obtain parties' consent and maintain a reproducible record to meet the four-part legal test for e‑signatures (intent, consent, attribution, retention).

What information must management represent?

Representations typically cover accuracy and completeness of financial records, disclosure of related parties and transactions, absence of undisclosed liabilities or subsequent events, compliance with laws, and access to records. Material misrepresentations can expose management and the entity to regulatory, civil, or criminal liabilities.

Who should sign the agreement?

Authorized signers are officers or managers with express authority, or agents with written delegation such as corporate resolutions or power-of-attorney. Verify signatory authority before relying on execution to avoid invalidation and to satisfy audit and compliance requirements.

Are notarization or witnesses required?

Notarization and witness requirements vary by state and transaction type. Ordinary management agreements rarely require witnesses, but documents affecting real property or powers of attorney often do. Many states permit remote online notarization subject to identity proofing and recording rules.

How long must signed agreements be retained?

Retain executed agreements for the active term plus an appropriate post-termination period. Federal baselines: IRS records at least three years (IRC §6501(a)); HIPAA-related records six years (45 CFR §164.530(j)). For contracts tied to real estate or tax matters retain longer per state law.

What are common mistakes to avoid?

Typical errors include ambiguous scope of authority, missing exhibits or fee schedules, incorrect signatory names or lacking authorization, failing to specify termination terms, and not preserving audit trails or consent records when the agreement is executed electronically.

Electronic Signature
Templates
Miscellaneous
Management Representation Agreement

Management Representation Agreement

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MANAGEMENT REPRESENTATION AGREEMENT

Agreement Date:

This Management Representation Agreement (the Agreement) is entered into by and between the parties identified below for the purposes set forth in the recitals and terms that follow.

WHEREAS

Client Name: is engaged in the business described above and desires to retain management representation services to assist with strategic, financial, and operational matters.

Manager Name: has the experience and capacity to provide the management representation services contemplated herein and agrees to perform such services under the terms of this Agreement.

The parties therefore wish to set forth their respective rights and obligations in writing in accordance with the terms below.

SCOPE OF WORK

Description of Services

Manager shall act as the Client's authorized representative in dealings identified in the Scope of Work and shall perform services with the degree of skill and care ordinarily exercised by experienced professionals performing similar services. Manager shall not, without prior written consent of Client, bind Client to any obligation outside the scope set forth herein.

PAYMENT TERMS

Total Fee Payment Schedule Deposit Amount (if any) Invoicing Frequency

Late Payment: Payments not received within days after the invoice due date shall accrue interest at per month, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Manager for reasonable collection costs, including attorney fees, in the event of nonpayment.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed or expenses reasonably incurred prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic, or otherwise, 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.

Obligations: Each party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, agents, or subcontractors who have a need to know such information and are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (i) was known to the receiving party prior to disclosure, (ii) becomes publicly available through no breach of this Agreement, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration of Confidentiality

Remedies: The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be inadequate and that injunctive relief and other equitable remedies shall be available in addition to any other remedies.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement have been duly authorized, and that neither the execution nor performance will violate any agreement, order, law, or regulation applicable to such party.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice-of-law principles.

Governing Jurisdiction

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

Client Address for Notices Manager Address for Notices

Notices shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above, and shall be effective upon receipt.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

Additional Provisions

Client

Printed Name:

By:

Date:

Manager

Printed Name:

By:

Date:

What a Management Representation Agreement Is

Management Representation Agreement is a written contract in which an owner or board appoints a manager or management firm to act on its behalf for specified duties, typically including operations, financial reporting, staffing, and vendor oversight. The agreement defines the scope of authority, performance standards, compensation, indemnities, reporting obligations, and term or termination mechanics. For many organizations this document formalizes delegated authority and clarifies responsibilities between parties, reducing ambiguity and supporting regulatory and audit needs. It can be executed on paper or electronically under U.S. e-signature law when the parties consent.

Why put management responsibilities in writing

Documenting management authority and expectations in a Management Representation Agreement reduces operational ambiguity, clarifies financial and reporting obligations, allocates risk, and establishes contractual remedies. It supports audits, lender due diligence, and investor oversight by providing written evidence of delegated authority and responsibilities.

Who commonly relies on these agreements

Organizations and individuals use Management Representation Agreements to delegate duties and document responsibilities in corporate, property, and fund management contexts.

Property owners engaging independent managers for leasing, maintenance, and tenant relations.
Board-level delegations in corporations and nonprofit organizations for operational oversight.
Investment funds contracting external managers for asset selection, reporting, and compliance.

Use the agreement when clarifying authority prevents disputes, supports audits, and documents fiduciary duties for regulators, lenders, or investors.

Step-by-step: from draft to executed agreement

Follow these steps to complete and execute a Management Representation Agreement correctly, whether on paper or using an electronic signing platform.

01

Prepare: Gather formation documents, IDs, and related exhibits.
02

Draft: Define scope, fees, term, and termination clauses.
03

Review: Have legal and finance review for compliance and risks.
04

Sign: Execute with authorized signatures and retain executed copies.

Six key clauses to include

Key clauses in a Management Representation Agreement establish rights, responsibilities, compensation, limits of authority, reporting, indemnities, and termination mechanics to reduce ambiguity.

Scope

Precisely defines the manager's duties, excluded responsibilities retained by the owner, and deliverables. Attach schedules for property lists, performance benchmarks, and service level expectations to avoid disputes over interpretation.

Authority

Specifies decision-making limits, spending thresholds, banking access, vendor contracting authority, and required pre-approvals for material transactions. Clear authority reduces operational delays and legal exposure for owners and managers.

Compensation

Details fee structure, management percentages, fixed fees, incentive payments, expense reimbursements, invoicing cadence, late-payment remedies, and audit rights for fee verification to protect both parties and avoid billing disputes.

Reporting

Sets required financial statements, frequency of accountings, supporting backup documents, electronic delivery format, and timing for submissions. Include templates and timelines for timely audit and investor reporting.

Indemnity

Allocates liability for negligence, breaches, or willful misconduct. Define insurance obligations, indemnity caps, and procedures for defense and claim handling to manage risk allocation between parties.

Termination

Describes term length, renewal mechanics, termination for convenience or cause, cure periods, wind-down responsibilities, notice requirements, and post-termination access to records and final accounting and exit obligations.

Security and compliance checklist

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

Access Controls: Role-based permissions and SSO support

Audit Trail: Full timestamps, IPs, and activity logs

HIPAA Compliance: BAA available for health-related agreements

Certificates: SOC 2 Type II and ISO 27001 attestations

Authentication: Multi-factor and SMS or KBA options

Primary legal and financial risks

Breach Liability: Civil damages and reputational harm

Fiduciary Risk: Possible removal or legal action

Tax Exposure: IRS penalties for inaccurate reporting

Audit Findings: Qualified opinions or additional procedures

Contractual Penalties: Liquidated damages or indemnity claims

Insurance Gaps: Uncovered losses due to insufficient coverage

Common drafting and execution challenges

Unclear delegation often leads to disputes when managers exceed unwritten limits or owners assume retained rights, increasing litigation risk and operational confusion.
Failing to attach fee schedules, property lists, or reporting templates creates disagreements over payment terms and performance expectations during audits or contract enforcement.
Using generic 'reasonable efforts' language without measurable benchmarks undermines enforceability and complicates remedy calculations for missed obligations.
Relying on email consent without a reliable audit trail or identity proofing risks disputes about signer intent and signature attribution.

Typical e-signing workflow for the agreement

Typical digital workflow for preparing, approving, and signing a Management Representation Agreement with traceable records for audits and compliance.

Upload: Add the drafted agreement and any exhibits.
Place Fields: Insert signer, date, and initial fields.
Authenticate: Choose authentication method: email, SMS, or KBA.
Complete: Signers execute; system captures audit trail and copies.

Configuring an online signing workflow

Configure workflow settings to match your approval chain, signature requirements, and delivery preferences before sending the Management Representation Agreement for signatures.

Field	Configuration
Signer Order	Role-based sequential or parallel as needed
Authentication	Email, SMS, KBA, or SSO
Notifications	Reminder cadence, escalation contacts, and logs
Delivery Format	PDF with embedded audit trail and attachments

Technical considerations for electronic execution

Use a platform that supports legally compliant eSignatures, audit trails, and secure storage when executing Management Representation Agreements electronically.

File Formats: PDF, DOCX, and editable templates
Integrations: Connect with NetSuite, Salesforce, and Google Workspace
Security: Encryption, SSO, and detailed audit logs

Key dates and timing you should track

Key dates and deadlines in a Management Representation Agreement govern notice periods, reporting schedules, renewal windows, and audit access timing.

Effective Date:

Date obligations begin; use MM/DD/YYYY format.

Notice Periods:

Termination and material notice periods defined in section X.

Reporting Schedule:

Monthly, quarterly, or annual financial reports and deadlines.

Audit Access:

Access window and document turnover timelines for auditors.

Renewal Window:

Automated renewals, notice-to-terminate timelines, and renewal negotiation periods.

eSignature vendor comparison for agreement execution

Comparison of common eSignature vendors and features relevant when executing Management Representation Agreements and handling secure signature workflows.

	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	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Milestones from negotiation to wind-down

Milestones from negotiation through post-termination wind-down for a Management Representation Agreement with typical timelines and responsibilities.

01

Negotiation

30–60 days to agree scope and fees

02

Execution

Signatures and notarization within agreed notice

03

Operational Start

Manager assumes duties on effective date

04

Wind-down

Final accounting and records transfer within termination window

Management Agreement versus auditor representation letter

Quick distinctions between a Management Representation Agreement and a management representation letter used in audits.

Criteria	Management Agreement	Management Representation Letter
Purpose	operational delegation	audit confirmations
Signer	owner or manager	ceo or cfo
Formality	contractual	letter of representation
eSignature	accepted (esign/ueta)	accepted (esign/ueta)

Real-world examples and outcomes

Practical examples show how Management Representation Agreements clarify duties, limit liability, and streamline audit and financial reporting processes.

Property Manager Example

A condominium owner hires a management company to handle leasing, maintenance, and vendor contracts and requires detailed reporting.

Monthly financials and tenant reports required.
The agreement specifies spending thresholds, repair approval process, centralized billing, and audit access; this reduces owner disputes and supports lender and investor due diligence during financing or resale transactions and title reviews.

Investment Fund Example

A private fund appoints an external manager to select assets, submit quarterly performance reports, and manage investor communications.

Manager receives performance fee subject to audit.
Contract details management fees, side letters, reporting formats, compliance with regulatory requirements, and indemnities. Clear representations limit disputes and provide auditors with written confirmations during financial statement preparation and reviews.

Practical best practices

Practical best practices reduce risk and improve enforceability of Management Representation Agreements across corporate and property contexts.

Confirm Signatory Authority in Writing

Obtain board resolutions, corporate minutes, or written delegations confirming the signer's authority. Retain these documents with the agreement to demonstrate authorization during audits, third-party reviews, or in litigation to avoid claims of unauthorized execution.

Define Measurable Performance Metrics and Benchmarks

Include quantifiable KPIs, reporting templates, and remedies for missed benchmarks. Metrics such as response times, vacancy rates, and maintenance turnaround reduce ambiguity and provide objective bases for fee adjustments or termination for cause.

Preserve Electronic Audit Trails and Consent

When e-signing, capture consent to electronic records, signer authentication evidence, IP addresses, timestamps, and a tamper-evident certificate. Maintain exportable copies and backup storage to satisfy ESIGN Act record retention and potential regulatory requests.

Review Insurance and Indemnity Limits Annually

Verify manager and owner insurance coverages match indemnity commitments; confirm policy limits, named insureds, and notice provisions. Annual reviews reduce the risk of uncovered liabilities and support claim handling if incidents or third-party claims arise.

Typical signatories and stakeholders

Jane Smith, Owner

A private owner who delegates day-to-day property operations to a management company. The representation agreement clarifies maintenance budgets, reporting cadence, and spending limits, enabling the owner to demonstrate prudent oversight to lenders and auditors.

Acme Management LLC, Manager

A professional management firm contracted to implement owner directives, collect rents, and manage vendors. The agreement secures fee terms, indemnity language, and audit access rights, providing a contractual framework that supports fiduciary standards and regulatory compliance.

Frequently asked questions

Answers to common questions about preparing, executing, and preserving Management Representation Agreements in the United States.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws; obtain parties' consent and maintain a reproducible record to meet the four-part legal test for e‑signatures (intent, consent, attribution, retention).
What information must management represent?
Representations typically cover accuracy and completeness of financial records, disclosure of related parties and transactions, absence of undisclosed liabilities or subsequent events, compliance with laws, and access to records. Material misrepresentations can expose management and the entity to regulatory, civil, or criminal liabilities.
Who should sign the agreement?
Authorized signers are officers or managers with express authority, or agents with written delegation such as corporate resolutions or power-of-attorney. Verify signatory authority before relying on execution to avoid invalidation and to satisfy audit and compliance requirements.
Are notarization or witnesses required?
Notarization and witness requirements vary by state and transaction type. Ordinary management agreements rarely require witnesses, but documents affecting real property or powers of attorney often do. Many states permit remote online notarization subject to identity proofing and recording rules.
How long must signed agreements be retained?
Retain executed agreements for the active term plus an appropriate post-termination period. Federal baselines: IRS records at least three years (IRC §6501(a)); HIPAA-related records six years (45 CFR §164.530(j)). For contracts tied to real estate or tax matters retain longer per state law.
What are common mistakes to avoid?
Typical errors include ambiguous scope of authority, missing exhibits or fee schedules, incorrect signatory names or lacking authorization, failing to specify termination terms, and not preserving audit trails or consent records when the agreement is executed electronically.

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