Are electronically signed agreements enforceable?

Yes. Electronic signatures meet federal standards under the ESIGN Act (15 U.S.C. ch. 96, 2000) and most states via UETA, provided intent, consent, attribution, and record retention requirements are satisfied.

When is notarization necessary?

Notarization is rarely required for ordinary management agreements but may be necessary if the agreement conveys an interest in real property or requires a notarized affidavit; check state law for specifics.

How to prove signer authority?

Retain supporting documents such as corporate resolutions, formation documents, or a board consent showing delegated signing authority to avoid later challenges.

What authentication level is sufficient?

Email-based authentication with an audit trail often suffices; regulated transactions or high-risk agreements may require stronger methods such as SMS OTP, KBA, or advanced signer verification.

How do I correct an executed agreement?

Use an amendment or addendum signed by all parties. Avoid unilateral edits to executed PDFs; a new signature page or amendment preserves chain of custody and intent.

How to cancel or revoke the agreement?

Follow the agreement's termination provisions and notice procedures. For rescission claims, consult counsel about cure periods, restitution, and potential damages exposure.

Electronic Signature
Templates
Legal
Management Services Agreement

Management Services Agreement

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

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Client Name: and Service Provider Name: (collectively, the "Parties" and individually, a "Party").

RECITALS

WHEREAS, Client operates a business engaged in activities described as: and seeks management services to improve operations and oversee functions specified herein;

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and resources necessary to perform management, administrative and operational services for Client; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide management services to Client.

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

1. SERVICES

1.1 Scope of Services. Service Provider shall perform the management services described in Exhibit A attached hereto and incorporated by reference (the "Services"). In the absence of an Exhibit A, the Services shall be described as follows:

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall allocate qualified personnel to accomplish the Services.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Commencement Date: and continue until the Termination Date: , unless earlier terminated in accordance with Section 9.

2.2 Renewal. This Agreement shall automatically renew for successive periods of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below and in any applicable statement of work. Base management fee: $ per .

3.2 Payment Terms. All fees are due within days of invoice unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Expense Reimbursement

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

4.2 Obligations. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Unless otherwise expressly provided in writing, Service Provider retains ownership of its pre-existing intellectual property and methods. Client shall retain ownership of Client's pre-existing intellectual property.

5.2 Work Product. All work product, deliverables and materials specifically prepared for Client under this Agreement (the "Work Product") shall be deemed a work made for hire and ownership shall vest in Client upon full payment; to the extent ownership cannot vest automatically, Service Provider hereby assigns all right, title and interest in the Work Product to Client.

6. RELATIONSHIP OF THE PARTIES

Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be solely responsible for payment of all federal, state and local taxes, payroll charges and benefits relating to its personnel.

7. INSURANCE

Service Provider shall maintain commercial general liability insurance, professional liability insurance (if applicable), and workers' compensation as required by law. Upon request, Service Provider shall provide certificates of insurance evidencing coverage.

8. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its affiliates from and against all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify Service Provider to the same extent for Client's gross negligence, willful misconduct or material breach.

9. TERMINATION

9.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

9.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon sixty (60) days' prior written notice to the other Party. In the event of termination, Client shall pay Service Provider for Services performed and reasonable expenses incurred through the effective date of termination.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. RECORDS AND AUDIT

Service Provider shall maintain accurate books and records relating to the performance of the Services and Client's payments for a period of three (3) years following the end of the term. Client may, upon reasonable prior notice and during normal business hours, inspect relevant records for the purpose of verifying fees and compliance.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, hand delivery, or nationally recognized overnight courier, or by email with confirmation of receipt when authorized in writing:

Client Notices Address Service Provider Notices Address

13. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning Party's obligations. Service Provider may engage subcontractors provided Service Provider remains responsible for the performance of the Services.

14. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond such Party's reasonable control, including acts of God, strikes, epidemics, governmental actions, or interruptions in telecommunications or power (a "Force Majeure Event"); provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved in the courts located in the county in the governing state previously specified.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

18. MISCELLANEOUS

The Parties represent and warrant that they have the authority to enter into this Agreement. The headings in this Agreement are for convenience only and shall not affect interpretation.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

What a Management Services Agreement Covers

A Management Services Agreement is a contract that sets out services, responsibilities, and compensation when one party provides administrative, operational, or management functions to another. Typical arrangements cover scope of services, performance standards, fees and invoicing, term and termination, confidentiality, liability limits, intellectual property allocation, and dispute resolution. The agreement clarifies who performs day-to-day tasks versus strategic decisions, establishes reporting and oversight, and defines remedies for nonperformance to reduce ambiguity and operational risk across the relationship.

Why a Clear Management Services Agreement Matters

A well-drafted Management Services Agreement allocates operational risk, clarifies expectations, and creates measurable service levels to reduce disputes and avoid unexpected liabilities under state contract law and federal statutes such as ESIGN when executed electronically.

Who typically enters Management Services Agreements

Use these profiles to determine needed provisions such as HIPAA addenda, performance metrics, or indemnity caps based on the party types involved.

Real estate owners and property managers coordinating leasing, maintenance, and tenant services.
Healthcare groups outsourcing administrative operations while preserving HIPAA safeguards.
Private equity or asset managers delegating portfolio company oversight for operational efficiency.

Representative signatories and roles

Company Officer

Chief operating officer or authorized corporate officer who can bind the company under its governing documents, typically providing representations about corporate authority and signing on behalf of the entity.

Service Provider Owner

Owner or managing member of the management firm who warrants the provider's ability to deliver services and accepts operational obligations, often including indemnity and insurance confirmations.

Core provisions to include in the agreement

These six components form the structural backbone of a Management Services Agreement. Customize each to reflect the operational relationship, regulatory constraints, and commercial priorities of the parties.

Scope of Services

Precise description of tasks, deliverables, reporting frequency, and any excluded activities to prevent scope creep and measure performance against objective criteria.

Term and Termination

Start and end dates, renewal mechanics, termination for cause or convenience, and required notice periods with associated wind‑down obligations.

Fees and Payment

Fee structure (fixed, fee-for-service, or percentage), invoicing schedule, reimbursement of expenses, and late payment remedies or interest rates.

Liability and Indemnity

Caps on liability, indemnification scope, insurance requirements, and exclusions for consequential damages where permitted by law.

Confidentiality and Data

Non-disclosure obligations, data handling standards, and required addenda for regulated data such as PHI under HIPAA.

Governing Law and Dispute Resolution

Choice of governing state law, venue for disputes, and dispute resolution process such as mediation or arbitration.

Step-by-step: completing the Management Services Agreement

Follow this ordered checklist to prepare a clear, enforceable agreement and to collect properly attributed signatures.

01

Draft core terms: Define services, fees, and term.
02

Add compliance clauses: Include HIPAA, data handling, or industry addenda as required.
03

Review authority: Confirm signatory authority and entity formation documents.
04

Execute and retain: Obtain signatures and store durable copies.

Typical electronic execution workflow

Electronic signing follows predictable stages that preserve intent, attribution, and an auditable record required under ESIGN and UETA.

Upload Document: Sender uploads the final agreement file.
Place Fields: Add signature, date, and initial fields.
Send for Signature: Generate email invites or signing links.
Capture Audit Trail: System logs timestamps, IP, and signer actions.

Configuring a digital signing workflow

Set up workflow options that match the agreement's execution needs — authentication level, signing order, and retention settings are key.

Field	Configuration
Signing Order	Sequential \| Parallel options
Authentication	Email link \| SMS code \| KBA
Audit Trail	Enable timestamps and event logs
Storage	Set retention and export formats

Digital signing considerations and platform needs

Ensure the selected provider can produce a tamper-evident signed PDF, retain an audit trail, and export records for regulatory audits.

Authentication: Email or SMS codes for basic identity verification.
Compliance: BAA availability for HIPAA workflows.
Integrations: CRM and document storage connectors.

Key timing and notice requirements to include

Specify notice and payment timing explicitly to avoid disputes — including termination notice, renewal windows, and payment due dates.

Notice Period:

30 days for termination is common.

Renewal Notice:

60 days before automatic renewal.

Payment Terms:

Net 30 from invoice date.

Performance Cure:

Cure period of 10–30 days for breaches.

Record Retention:

Retention terms specified (see retention timeline).

Processing stages from negotiation to archival

A sequential timeline helps coordinate approvals, signature collection, and post-execution obligations for operational continuity.

01

Negotiation

Parties exchange drafts and redline terms.

02

Internal Approval

Legal and finance sign-off before execution.

03

Execution

Collect all signatures and confirm dates.

04

Post-Execution

Distribute signed copies and begin reporting cycles.

Common preparation mistakes to avoid

Vague scope language that creates recurring disputes over which tasks are included or billable.
Missing or inconsistent signatory names leading to invalid or unenforceable signatures with banks and counterparties.
Failing to include data privacy or HIPAA clauses when handling protected health information, which creates regulatory risk.
Not specifying governing law and dispute resolution, resulting in forum-shopping and increased litigation costs.

Principal legal and financial risks if the agreement is incorrect

Unenforceability: Contract may be voided.

Regulatory Fines: HIPAA or industry penalties.

Tax Exposure: Incorrect reporting or withholding.

I-9 Violations: Employment paperwork fines.

Breach Damages: Liability for losses.

Reputational Harm: Client trust erosion.

How Management Services Agreements differ from similar documents

Compare common agreements to clarify which instrument is appropriate when delegating operations or services.

Document Type / Use	Management Services Agreement	Master Services Agreement
Primary Focus	operational duties	project deliverables
Term Typicality	ongoing	project-based
Performance Metrics	detailed slas	milestone payments
Termination Rules	operational exit terms	scope completion

eSignature vendor comparison for executing Management Services Agreements

Basic pricing and feature differences among common eSignature vendors to consider when selecting a platform for signing and storing executed agreements.

	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	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 examples from real implementations

These condensed examples show how organizations use Management Services Agreements in practice and which provisions they emphasized during negotiation.

Optica Ventures LLC

Optica needed standardized management terms across its portfolio to reduce administrative variance and ensure consistent reporting.

The firm used templated SLAs and reporting dashboards to measure performance.
After implementing the agreement, Optica reported faster reconciliation and clearer escalation paths for operational issues, improving oversight across multiple properties without duplicative negotiation each transaction.

Fertility Centers of Illinois

A healthcare provider required secure handling of PHI by an external administrator to meet compliance goals.

The agreement included a BAA and audit rights.
The provider retained operational flexibility while establishing mandatory security controls and breach notification processes to reduce regulatory risk.

Practical drafting tips for clarity and enforceability

Adopt drafting conventions that reduce ambiguity and speed internal approvals while aligning with compliance needs.

Use defined terms

Define recurring concepts (Services, Deliverables, Business Day) to avoid interpretation disputes and to make schedules concise and machine-readable.

Attach measurable SLAs

Use objective metrics and remedies (service credits) so both parties understand performance expectations.

Limit boilerplate surprises

Negotiate indemnity, limitation of liability, and insurance up front to align risk allocation with commercial realities.

Document approvals

Record internal approvals and retain authority evidence to verify signatory power if later challenged.

Frequently asked questions about execution and validity

Answers to common questions about enforceability, signature authority, notarization, and post-execution management for Management Services Agreements.

Need help? Contact support

Are electronically signed agreements enforceable?
Yes. Electronic signatures meet federal standards under the ESIGN Act (15 U.S.C. ch. 96, 2000) and most states via UETA, provided intent, consent, attribution, and record retention requirements are satisfied.
When is notarization necessary?
Notarization is rarely required for ordinary management agreements but may be necessary if the agreement conveys an interest in real property or requires a notarized affidavit; check state law for specifics.
How to prove signer authority?
Retain supporting documents such as corporate resolutions, formation documents, or a board consent showing delegated signing authority to avoid later challenges.
What authentication level is sufficient?
Email-based authentication with an audit trail often suffices; regulated transactions or high-risk agreements may require stronger methods such as SMS OTP, KBA, or advanced signer verification.
How do I correct an executed agreement?
Use an amendment or addendum signed by all parties. Avoid unilateral edits to executed PDFs; a new signature page or amendment preserves chain of custody and intent.
How to cancel or revoke the agreement?
Follow the agreement's termination provisions and notice procedures. For rescission claims, consult counsel about cure periods, restitution, and potential damages exposure.

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