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Operating Support Agreement

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OPERATING SUPPORT AGREEMENT

This Operating Support Agreement (the Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Client requires operating support services in connection with Client's ongoing operations and business objectives; and

WHEREAS, Service Provider has represented that it has the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide operating support to Client.

Scope of Work

Service Provider shall perform the operating support services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the Scope of Work may be modified only by a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Any past due amount shall accrue a late fee of on the outstanding balance, or the maximum amount permitted by applicable law, whichever is less.

Term and Termination

The term of 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 providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public business, technical and financial information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually or in writing. Confidential Information includes but is not limited to customer lists, pricing, business plans, trade secrets, and non-public financial information.

Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) disclose Confidential Information only to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party without confidentiality obligations; or (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The confidentiality obligations set forth in this Section shall survive for a period of years following termination or expiration of this Agreement, or for such longer period as required by applicable law with respect to trade secrets.

Liability and Insurance

Each party's liability for direct damages arising out of or relating to this Agreement shall be limited to direct damages up to the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages. Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for similarly situated service providers.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

Entire Agreement

This Agreement, including any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

General Provisions

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other.

Client Name:

By:

Date:

Service Provider Name:

By:

Date:

Enter text✕

What an Operating Support Agreement Covers

An Operating Support Agreement is a written contract that sets out ongoing operational services, responsibilities, and obligations between parties who manage or operate an asset, facility, or business line. It typically defines the scope of work, service levels, staffing or contractor roles, invoicing and payment terms, performance metrics, notice provisions, transition or termination procedures, confidentiality obligations, and liability allocation. The agreement can be executed electronically where the parties demonstrate intent, consent, attribution, and record retention in line with U.S. e-signature law.

Why use a clear Operating Support Agreement

A properly drafted Operating Support Agreement clarifies responsibilities, reduces disputes, documents service levels and payment terms, and creates a predictable transition path. It supports regulatory compliance and provides a contractual basis for remedies, audits, and continuity planning.

Why use a clear Operating Support Agreement

Typical parties that complete an Operating Support Agreement

Property owners, facility managers, outsourced operators, and service providers commonly use this agreement to document recurring operational support and performance expectations.

  • Property owners and asset managers who require third-party operational services and documented service levels.
  • Third-party operators or service vendors who deliver day-to-day operations, staffing, or technical support.
  • Internal legal and finance stakeholders responsible for compliance, invoicing controls, and risk allocation.

Finance, legal, and operations teams should review terms before execution to confirm billing, liability, insurance, and transition obligations are consistent with organizational policies.

Core elements to include in a professional agreement

Ensure the agreement includes explicit sections for parties, scope, performance expectations, payment mechanics, term and termination, and confidentiality so obligations are measurable and enforceable.

Parties & Recitals

Identify each legal entity with full legal names, state of formation, and roles; recitals summarize purpose and contextual facts supporting interpretation and enforceability.

Scope of Services

Define tasks, deliverables, deliverable format, measurable outputs, reporting intervals, and any exclusions so parties share a common operational baseline.

Service Levels & KPIs

List measurable metrics, measurement methods, remedies for missed targets, and escalation paths to ensure performance can be objectively assessed.

Payment & Invoicing

State fees, billing cadence, invoicing format, late-payment interest, expense reimbursement rules, and required supporting documents for auditability.

Term & Transition

Specify the initial term, renewal terms, termination rights, notice periods, and transition assistance obligations to prevent operational gaps on exit.

Confidentiality & Compliance

Include confidentiality, data protection, regulatory obligations (for example HIPAA where applicable), insurance, and indemnity provisions to address legal and operational risk.

Step-by-step process to complete the agreement

Complete the agreement in sequence to reduce rework and preserve a clear execution record.

  • 01
    Gather materials: Collect entity documents, insurance certificates, and scope exhibits before drafting.
  • 02
    Draft scope and fees: Write measurable tasks, KPIs, and precise payment terms to avoid ambiguity.
  • 03
    Review and negotiate: Have legal and finance review clauses for liability, tax, and audit implications.
  • 04
    Execute and distribute: Sign using an audit-capable eSignature or wet signature; circulate final copies to stakeholders.

How to set up a digital workflow for this agreement

Configure your e-signature workflow to ensure correct signer order, authentication level, and storage destination before sending.

Field Configuration
Template name Operating Support Agreement template with reusable fields
Signer authentication Email plus optional SMS code or ID verification
Notifications Auto-reminders at three and seven days after sending
Storage destination Save completed PDF to designated cloud folder

Distribution channels, file formats, and integrations

Choose platforms and file formats that match your document lifecycle needs and compliance requirements.

  • Integrations: CRM, ERP, and cloud storage integrations (Salesforce, NetSuite, Google Workspace)
  • File formats: PDF and DOCX for templates and signed outputs
  • Authentication: Email links, SMS codes, or advanced signer verification

Standardize storage, naming, and retention across integrated systems so signed agreements and audit trails are discoverable and protected.

Where to send or file the completed agreement

Use a consistent routing plan so each stakeholder receives the executed copy and the organization retains a compliant record.

  • Send to counterparty: Deliver the executed agreement to the other party and confirm receipt.
  • File with operations: Provide operations teams the scope exhibits and onboarding checklist.
  • Save to finance: Store invoices and supporting docs with accounting records for audit.
  • Archive centrally: Keep a signed PDF and audit trail in the corporate document repository.

Key timing and notice requirements to track

Track critical dates in a shared calendar to ensure invoicing, notices, and transition obligations are met on time.

Effective and start dates:

Effective date governs when obligations commence and when billing cycles begin.

Payment due dates:

Follow invoicing schedule precisely to avoid late fees or service suspensions.

Termination notice windows:

Observe contractually required notice periods for termination or nonrenewal.

Transition assistance period:

Allow the agreed number of days for knowledge transfer and handover after termination.

Document retention deadlines:

Retain signed copies and supporting records according to legal and policy requirements.

Common penalties and operational risks

Breach damages: Monetary liability for unmet service obligations
Service interruptions: Operational downtime risk from inadequate transition planning
Regulatory fines: Fines where regulated data or services are mishandled
Contract disputes: Costly litigation if terms are ambiguous or inconsistent
Payment disputes: Withheld payments or claims for overbilling
Reputational harm: Customer or partner confidence loss after failures

Sample eSignature vendor comparison for this agreement

The table compares common plan-level criteria across leading eSignature vendors. signNow is shown first to simplify evaluation of pricing, compliance, and envelope limits.

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 (Business Premium) Yes Yes Yes Limited
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical drafting and execution tips

Adopt these practices to make the agreement easier to administer and enforce over its lifecycle.

Use measurable performance language
Define KPIs, service windows, and acceptance criteria in objective terms; tie remedies to measurable breaches to reduce interpretation disputes and enable operational reporting.
Align invoicing with deliverables
Require invoices to reference work orders, time periods, or milestone IDs and include required supporting documentation so payments and audits can be reconciled easily.
Plan for transition and continuity
Include detailed transition obligations, access to records, and timelines to prevent service gaps when agreements end or vendors change.
Standardize naming and storage
Use consistent file names, versioning, and a central repository for executed agreements and audit trails to simplify discovery and operational reference.

Frequently asked questions about Operating Support Agreements

Answers to common questions about validity, execution, and post-signature management of Operating Support Agreements.


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