Managerial Document Template

MANAGERIAL DOCUMENT TEMPLATE

This Managerial Services Agreement (the Agreement) is entered into effective as of by and between (Client) and (Manager).

RECITALS

WHEREAS, Client engages Manager to perform managerial, advisory and administrative services described herein; and

WHEREAS, Manager has represented that Manager possesses the necessary experience, personnel and resources to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Manager will render services to Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall compensate Manager as follows:

Manager shall be entitled to reimbursement of pre-approved out-of-pocket expenses upon submission of invoices and supporting documentation. Client shall reimburse such expenses within of receipt of invoice.

Each party is responsible for its own taxes arising from payments under this Agreement. Manager shall provide invoices that separately state applicable taxes where required.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other related to business operations, financial information, trade secrets, client lists, and other information reasonably understood to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or longer if required by applicable law with respect to trade secrets.

INTELLECTUAL PROPERTY & WORK PRODUCT

All work product, reports, processes and deliverables created by Manager pursuant to this Agreement shall be considered work made for hire and, to the extent not owned by Client upon creation, Manager hereby assigns to Client all right, title and interest in such work product, subject to payment in full of amounts due. Manager shall retain ownership of its pre-existing methodologies, tools and intellectual property but grants Client a non-exclusive license to use such pre-existing materials incorporated into deliverables for Client's internal business purposes.

INDEPENDENT CONTRACTOR

Manager is engaged as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Manager is solely responsible for withholding and paying any taxes, insurance or benefits for its personnel.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for indemnification obligations or breaches of confidentiality, neither party shall be liable to the other for consequential, special or punitive damages. The aggregate liability of either party for breaches of this Agreement shall not exceed the fees paid by Client to Manager in the six (6) months preceding the event giving rise to liability.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration before a single arbitrator in a mutually agreed location, with the arbitrator applying the substantive law of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties regarding the subject matter 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 authorized representatives of both parties.

NOTICES

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action; and (c) when executed and delivered, this Agreement will constitute a valid and binding obligation enforceable in accordance with its terms.

Sign Now