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Manulife Business Services Agreement

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MANULIFE BUSINESS SERVICES AGREEMENT

Effective Date:   Agreement No.:

RECITALS

WHEREAS, Client desires to retain the Service Provider to perform business services as described in this Agreement, and Service Provider represents that it has the expertise, personnel and resources necessary to perform such services in accordance with the terms herein; and

WHEREAS, the parties intend for this Agreement to set forth the scope, deliverables, payment terms and other material terms governing the relationship between Client and Service Provider with respect to the services to be provided; and

WHEREAS, the parties acknowledge that certain information exchanged in connection with the performance of Services will be confidential and proprietary and agree to protect such information as provided in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and provide the deliverables described below. The scope below is intended to be specific and complete; any material change shall require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the fees and schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed, invoiced amounts are payable in full as provided below.

Invoices shall be submitted by Service Provider in reasonable detail and shall be payable within days of receipt by Client. Late payments shall accrue interest at % per month (or the maximum rate permitted by applicable law, if lower).

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Upon termination, Service Provider shall deliver to Client all work in progress and final deliverables, and each party shall return or certify destruction of the other party's confidential information as provided below.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") 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. Confidential information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure as evidenced by written records; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's confidential information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Neither party shall be liable to the other for incidental, consequential, special or punitive damages, except for liability arising from gross negligence, willful misconduct, or the indemnity obligations set forth in this Agreement. Except as expressly set forth herein, the aggregate liability of either party for any claim arising out of this Agreement shall be limited to direct damages and shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within the chosen jurisdiction, and each party hereby submits to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any term or provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Client:

By:

Date:

Service Provider:

By:

Date:

Enter text✕

What the Manulife Business Services Agreement Is

The Manulife Business Services Agreement is a standardized contract used to record the terms between Manulife and an external vendor or business partner that provides administrative, operational, or professional services. It defines scope of work, performance standards, fees and payment terms, data protection and confidentiality obligations, regulatory compliance expectations, service levels, change management, liability and indemnification, termination rights, and transition assistance. Organizations use this agreement to set clear responsibilities, manage risk, and document remedies and remedies timing for breaches or service failures.

Why a Clear Agreement Matters for Service Relationships

A Manulife Business Services Agreement clarifies obligations and reduces contractual ambiguity, supporting regulatory compliance and operational continuity. Properly executed, it establishes enforceable rights and remedies under state contract law and applicable federal frameworks such as ESIGN and UETA for electronic records and signatures.

Why a Clear Agreement Matters for Service Relationships

Typical Teams and Parties That Use This Agreement

Organizations that commonly execute this agreement include finance teams, procurement, legal, and third-party service providers.

  • Insurance carriers and benefits administrators coordinating outsourced services and claims processing.
  • Third‑party vendors supplying IT, customer support, or policy administration functions.
  • Internal procurement, compliance, and legal teams negotiating service levels and data controls.

Use departmental signatories and authorized officers to ensure binding acceptance, internal accountability, and clear escalation paths for disputes.

Core Sections You Should Expect to See

Core sections set commercial terms, compliance requirements, performance metrics, liability allocation, confidentiality, termination procedures, and transition assistance for insurance-related services.

Scope of Services

Define deliverables, milestones, acceptance criteria, change order procedures, and any subcontracting rules. Precise scope limits disputes and clarifies billing triggers and owner responsibilities across project phases.

Payment Terms

State fees, invoicing frequency, payment due dates, late payment interest, expense reimbursement rules, and conditions for withholding or setoff. Attach fee schedules and invoicing templates where applicable.

Data Protection

Specify data classification, encryption standards, breach notification timelines, permitted data uses, subcontractor access controls, and obligations to comply with HIPAA and other applicable privacy laws.

Service Levels

Include measurable SLAs, performance credits or remedies for missed targets, reporting frequency, inspections, escalation procedures for recurring service failures, and KPIs such as availability, response, and resolution times.

Liability and Indemnity

Allocate risk limits, caps on direct damages, carve-outs for gross negligence and willful misconduct, indemnity scope for third‑party claims, and insurance coverage minimums with certificate requirements and notice provisions.

Termination & Transition

Define initial term, renewal terms, termination for convenience and cause, notice periods, exit assistance obligations, data return/destruction procedures, transition pricing if applicable, and post-termination cooperation.

Security and Compliance Essentials

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Access Controls: Role-based access; SSO and 2FA available
Audit Trail: Tamper-evident logs with timestamps and IP
HIPAA (BAA): Business Associate Agreement required for PHI
ESIGN / UETA: Legally binding eSignatures under US law
Certifications: SOC 2 Type II, ISO 27001, PCI DSS

Common Risks and Financial Exposure

Breach Liability: Unlimited damages risk if uncapped
Regulatory Fines: Fines for noncompliance with HIPAA or state law
Service Failure Costs: Penalties and credits for missed SLAs
Data Breach Expenses: Notification, remediation, and third‑party claims
Tax Withholding: Incorrect payee data can trigger withholding
Termination Exposure: Early termination fees and transition costs

Step-by-Step: Completing the Agreement

Follow these steps to complete and execute the Manulife Business Services Agreement accurately and in compliance with applicable rules.

  • 01
    Gather Documents: Collect scopes, fee schedules, insurance certificates, and compliance evidence.
  • 02
    Confirm Authority: Verify signatory authority and corporate approvals.
  • 03
    Complete Fields: Fill all required fields; use MM/DD/YYYY for dates.
  • 04
    Execute: Obtain signatures, dates, and retain signed copies for records.

Configuring an Online Signature Workflow

Configure an online workflow to route the agreement for review, signature, and automated archiving with reminders and role-based approvals.

Field Configuration
Signer Order Choose sequential or parallel signing order per role.
Authentication Method Email link by default; SMS code or KBA for higher assurance.
Notifications & Reminders Automated reminders at set intervals; escalation after missed actions.
Archiving Destination Save signed PDF/A to secure cloud storage with access controls.

Typical Online Execution Flow

Typical online execution follows a predictable sender-to-signer workflow with audit logging for compliance and secure archival.

  • Upload Document: Add contract, exhibits, and attachments to the platform.
  • Place Fields: Insert signature, initial, date, and conditional fields.
  • Send to Signers: Email or shared link with optional authentication.
  • Complete & Archive: Signed PDF plus audit trail stored securely.

Platform Capabilities to Look For

Ensure platform supports secure eSigning, role-based routing, and retention capabilities compatible with corporate policy and integrations.

  • File Types: PDF, DOCX, and fillable forms supported
  • Integrations: Connectors for Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS codes, SSO, and advanced options

Key Dates, Deadlines, and Processing Expectations

Key timing expectations influence payments, notice periods, renewal windows, dispute response deadlines, and regulatory reporting obligations.

Effective Date:

Date when obligations begin; enter as MM/DD/YYYY.

Initial Term and Renewal:

Specifies initial contract length and automatic renewal terms.

Invoice Due:

Net payment period (e.g., Net 30) measured from invoice date.

SLA Review:

Quarterly or annual performance reviews and reporting deadlines.

Termination Notice:

Notice period for convenience or cause and cure periods.

eSignature Pricing and Feature Comparison for Agreement Execution

Compare common eSignature plan features and starting prices for high-volume contract workflows relevant to the Manulife Business Services Agreement.

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 Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Practical Checks to Reduce Errors and Delays

Practical steps to reduce negotiation time, improve contract accuracy, and strengthen compliance for Manulife agreements.

Use clear, unambiguous contract language
Avoid vague terms and open-ended obligations. Spell out deliverables, acceptance criteria, and change control procedures. Precise language reduces negotiation cycles and limits enforcement ambiguity if disputes arise. Use examples and exhibits to clarify technical requirements.
Standardize key commercial clauses across contracts
Create template language for fees, SLAs, indemnities, insurance, and data security to accelerate negotiation. Maintain an approved clause library and require deviations to be tracked and justified in change logs.
Limit non-standard addenda and bespoke terms
Require legal review for any addendum that alters liability, payment, or data obligations. Set thresholds for executive approval to prevent scope creep and unvetted financial exposure and ensure insurance matches new exposure.
Document change orders, approvals, and version history
Track every amendment with signed change orders, timestamps, and approver names. Keep versioned copies in a secure archive and include a summary of material changes for audit and post-termination transition.

Realistic Usage Examples

Sample scenarios show how the agreement manages services, data, and compliance across deployments in enterprise settings.

Vendor Implementation

A third-party IT vendor and Manulife define a phased delivery schedule, acceptance tests, and penalties for missed milestones to limit operational disruption.

  • Signed SLAs triggered liquidated damages.
  • By documenting obligations and requiring regular status reports, the parties reduced disputes at handover. The contract specified data migration support and escrow arrangements, which preserved continuity and clarified indemnity obligations during the transition period.

Claims Administration Transition

When a policy administration function moved to a new vendor, the agreement required parallel operations, data reconciliation, and a comprehensive knowledge transfer plan.

  • Include PHI handling and BAA terms.
  • Clear clauses about PHI access, encryption, and breach notification reduced legal risk. The agreement also required demonstration of controls, insurance proof, and a joint audit right to validate compliance before final acceptance.

Frequently Asked Questions

Answers to frequent questions about signing, notarization, data handling, and amendments to the Manulife Business Services Agreement.


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