Are electronic signatures legally valid?

Yes. Electronic signatures meet legal equivalence under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure intent, consent, attribution, and retention are demonstrable.

When is notarization required?

Notarization depends on state law and the document’s subject matter; if an acknowledged signature is required by statute or for recordation, obtain a notary or remote online notarization where permitted.

Do I need a BAA for healthcare data?

Yes. If the contract handler creates, receives, maintains, or transmits PHI, include a HIPAA Business Associate Agreement and appropriate safeguards.

What causes signing failures?

Common causes include incorrect signer email, expired signing links, missing required fields, and authentication mismatches; verify signer identity and resend updated links.

How do I amend an executed contract?

Use a written amendment signed by authorized parties referencing the original contract; avoid side agreements that conflict with central terms.

How can I revoke or cancel signatures?

Revocation depends on the contract terms and timing; unilateral cancellation may breach the agreement—document mutual agreement to cancel or follow termination provisions.

Electronic Signature
Templates
Legal
Professional Managed Service Contract

Professional Managed Service Contract

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

PROFESSIONAL MANAGED SERVICE CONTRACT

This Professional Managed Service Contract (the "Agreement") is entered into as of Effective Date: by and between Service Provider: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing managed professional services, including but not limited to information technology management, monitoring, maintenance, and support; and

WHEREAS, Client desires to engage Service Provider to perform managed services as described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of the Services.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Definitions

1.1 "Services" means the managed services and related deliverables to be provided by Service Provider as described in Section 2 and in any Statement of Work executed under this Agreement. "Deliverables" means tangible or electronic work product produced by Service Provider for Client under this Agreement.

1.2 "Service Levels" means the performance standards, metrics and remedies identified in Section 3. "Confidential Information" has the meaning set forth in Section 6.

2. Scope of Services

2.1 Services to be Provided: Service Provider shall provide the Services described below and in any Statement of Work mutually agreed in writing by the parties. The Services shall include monitoring, maintenance, help desk support, patch management, and backups as specified.

Primary Services Description Service Location (if applicable)

3. Service Levels and Performance

3.1 Uptime Commitment: Service Provider warrants that Services will be available at least measured monthly, excluding scheduled maintenance and events outside Service Provider's control.

3.2 Response Times: Service Provider will respond to incidents in accordance with the following priorities: Critical — response within ; High — response within ; Medium/Low — response within .

3.3 Remedies: If Service Provider fails to meet the Service Levels, Client may be entitled to credits or remedies expressly set forth in a Statement of Work. Such remedies shall be Client's sole and exclusive remedy for Service Level failures.

4. Fees, Invoicing and Payment

4.1 Fees: Client shall pay Service Provider the fees set forth in the applicable Statement of Work. Unless otherwise stated, fees are invoiced monthly in advance in the amount of .

Billing and Payment Terms (describe)

4.2 Late Payments: Past due amounts shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs.

5. Changes; Additional Work

5.1 Any change in scope, schedule or fees shall be effected only by a written Change Order signed by authorized representatives of both parties. Service Provider shall notify Client promptly of any work that reasonably appears to be outside the agreed scope and will not proceed without written authorization.

6. Confidentiality

6.1 Each party shall hold in confidence and not disclose Confidential Information of the other party and shall use such Confidential Information solely to perform under this Agreement. Confidential Information excludes information that is (a) publicly known through no breach, (b) already known to the recipient, (c) rightfully received from a third party without restriction, or (d) independently developed.

6.2 The obligations under this Section shall continue for three (3) years after termination of this Agreement, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

7. Data Security and Privacy

7.1 Service Provider shall implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of Client Data to protect against unauthorized access, use or disclosure. Service Provider shall promptly notify Client of any unauthorized access or data breach affecting Client Data.

Description of Client Data to be processed

8. Intellectual Property

8.1 Pre-existing Intellectual Property: Each party retains all rights in its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

8.2 Deliverables Ownership: Unless otherwise agreed in a Statement of Work, Service Provider grants to Client a perpetual, non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes upon full payment of fees. Service Provider retains the right to use general skills, know-how and methodologies used or developed in providing the Services, provided no Confidential Information of Client is disclosed.

9. Warranties; Disclaimer

9.1 Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider's sole obligation shall be to re-perform the deficient Services at no additional charge or, if Service Provider cannot cure the breach, to refund fees paid for the affected Services.

9.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO CLAIM.

10.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

11.1 Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

11.2 Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client Data, Client's use of Deliverables in violation of this Agreement, or Client's negligence or willful misconduct.

12. Term and Termination

12.1 Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of months (the "Initial Term"), unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

12.2 Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the nature of the breach.

12.3 Effect of Termination: Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination. Sections regarding Confidentiality, Intellectual Property, Indemnification, Limitation of Liability and payment of accrued fees shall survive termination.

13. Transition Assistance

13.1 Following expiration or termination, Service Provider shall provide reasonable transition assistance for a commercially reasonable fee as agreed in writing, to enable orderly transfer of Services to Client or a successor provider.

14. Notices

14.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices are effective upon receipt.

Service Provider Notice Address Client Notice Address

15. Insurance

Service Provider shall maintain insurance coverage appropriate to the Services performed, including commercial general liability and professional liability/errors & omissions insurance with limits customary in the industry. Upon request, Service Provider shall provide certificates of insurance.

16. Dispute Resolution

The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts located in the state specified in Section 17.

17. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute.

18. Miscellaneous

18.1 Entire Agreement: This Agreement, together with any Statements of Work and Change Orders, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and representations, written or oral, concerning its subject matter.

18.2 Amendments: No amendment or modification of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties.

18.3 Waiver: The waiver by either party of any breach or default shall not constitute a waiver of any other or subsequent breach or default.

18.4 Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

18.5 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Signatures

Service Provider:

By:

Date:

Client:

By:

Date:

What the Professional Managed Service Contract Covers

A Professional Managed Service Contract is a written agreement that defines ongoing outsourced services, service levels, responsibilities, pricing, and reporting between a provider and a client. Typical provisions include scope of services, service-level agreements (SLAs), performance metrics, change control, confidentiality, intellectual property ownership, data protection, indemnities, fees and invoicing, termination rights, and dispute resolution. The contract governs day-to-day operations and long-term obligations, and is commonly used where continuous technical, administrative, or professional services are delivered on a managed basis.

Why a Clear Contract Matters for Managed Services

A well-drafted Professional Managed Service Contract reduces operational ambiguity, allocates risk, and establishes measurable SLAs and remedies. Clear terms protect both client and provider, support compliance with applicable laws, and make obligations enforceable in disputes or audits.

Who Typically Prepares and Signs This Contract

These contracts are used across organizations that rely on outsourced or recurring professional services and need formal governance for delivery and risk allocation.

IT and managed service providers coordinating infrastructure, help desk, or cloud operations, often requiring SLAs and uptime commitments.
Procurement and vendor management teams at mid-market and enterprise buyers overseeing third-party service performance and invoicing controls.
Legal and contract managers responsible for limiting liability, defining IP ownership, and specifying termination and transition obligations.

Signing parties usually include authorized officers or delegated signatories from the provider and the client; delegated approvers may execute on the company’s behalf per internal authority matrices.

Core Sections to Include in the Contract

Ensure each core area below is present and tailored to the relationship and regulatory context.

Scope of Services

Describe services in measurable terms, deliverables, exclusions, and any tiered support levels so expectations are unambiguous during performance and disputes.

Service Levels

Specify metrics (uptime, response times, resolution targets), measurement method, reporting frequency, and the remedies or credits for missed SLAs.

Change Management

Define how scope changes are requested, evaluated, priced, and approved to prevent scope creep and billing disputes.

Security & Data

Include data handling, encryption, breach notification, access controls, and any industry-specific protections such as HIPAA addenda when PHI is involved.

Fees & Billing

Set pricing model (fixed, consumption, per-user), invoicing cadence, late payment interest, and audit or reconciliation rights.

Termination & Transition

Specify notice periods, termination for cause and convenience, transition assistance, data return or destruction, and associated fees.

Step-by-Step: Complete and Execute the Document

A sequential approach reduces errors and ensures all approvals are captured before execution.

01

Drafting: Prepare scope, SLAs, fees, and exhibits with stakeholders.
02

Internal Review: Legal and procurement review for risk allocation and compliance.
03

Negotiation: Track redlines and reach agreement on change requests.
04

Execution: Sign by authorized parties; record executed copy centrally.

How to Configure an Online Signing Workflow

Configure fields and authentication to match the contract’s legal and operational needs for reliable electronic execution.

Field	Configuration
Signature Block	Assign to authorized signer; require date field with MM/DD/YYYY format
Initials / Acceptance	Add initials fields for each page or change log acceptance
Authentication	Select email link, SMS code, or KBA per required assurance level
Audit Trail	Enable full audit capture (IP, timestamp, actions)

Technical Considerations for eSigning and Distribution

Match platform features to contractual and regulatory needs before sending for signature.

File formats: PDF, DOCX supported
Integrations: CRM and storage connectors
Authentication: Email, SMS, KBA

Choose a provider that supports required formats, preserves an immutable audit trail, and integrates with your document repository and procurement systems to streamline storage and post-signature workflows.

Typical Routing: From Draft to Signed Agreement

A predictable routing process speeds completion and ensures the right approvers see the document in order.

Prepare Document: Upload and add required fields
Add Signers: Enter signer emails and roles
Set Authentication: Choose email, SMS, or stronger methods
Send and Audit: Distribute link and capture audit trail

Key Timing Considerations and Notice Periods

Track deadlines for notices, renewal windows, SLA measurement, and post-termination transition to avoid breach or automatic renewal surprises.

Execution Window:

Allow a reasonable signing period, typically 7–30 days depending on complexity

SLA Reporting:

Monthly or quarterly reporting cadence specified in contract

Renewal Notice:

Commonly 30–90 days advance written notice for non-renewal

Termination Notice:

30–90 days for convenience; immediate for material breach

Transition Period:

Specify days of post-termination support for knowledge transfer

Project Milestones from Agreement to Live Service

Map milestones and responsible parties to keep onboarding and service launch on schedule.

01

Agreement Signed

Execution by both parties and distribution of fully executed copy

02

Kickoff Meeting

Operational handoff and project plan approval

03

Implementation

Configuration, testing, and acceptance activities

04

Service Start

Go-live date and SLA measurement begin

Common Preparation Mistakes to Avoid

Vague scope descriptions that create differing expectations and disputes during delivery.
Missing service acceptance criteria that delay billing and complicate deliverable sign-off.
Incorrect signatory names or outdated authority that invalidate execution or require re-signature.
Not specifying data handling or privacy obligations where regulated data is processed.

Key Risks and Consequences of Errors

Breach Liability: Contractual damages and indemnities may apply

Regulatory Fines: HIPAA or sector regulators can impose penalties

Service Disruption: Delays from unclear transition obligations

Payment Disputes: Suspended services or collections actions

Contract Voidance: Execution irregularities can render agreement void

Reputational Harm: Client trust and future business may be affected

eSignature Provider Comparison for Executing Managed Service Contracts

Compare baseline features and pricing to choose a signature provider that meets compliance and volume requirements while supporting your document formats and integrations.

	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	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-World Examples of Managed Service Contract Use

Two customer scenarios illustrate how organizations use online signing to execute managed services agreements.

Tech Data / Enterprise Operations

Tech Data streamlined contract workflows for internal and customer-facing documents to accelerate revenue recognition.

Rapid bulk send capability reduced turnaround on standard statements of work.
Resulting improvements in contract cycle times enabled faster onboarding and fewer manual exceptions while preserving audit trails and corporate approvals.

Martin Properties / Real Estate

A property manager used online execution to handle recurring vendor and tenant service agreements remotely.

Mobile signing allowed on-site approvals.
The team achieved consistent, compliant signing across properties, minimized paper storage, and simplified renewals with templated terms and centralized records.

Frequently Asked Questions and Troubleshooting

Answers to common questions about enforceability, execution, and operational issues when using a Professional Managed Service Contract.

Need help? Contact support

Are electronic signatures legally valid?
Yes. Electronic signatures meet legal equivalence under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure intent, consent, attribution, and retention are demonstrable.
When is notarization required?
Notarization depends on state law and the document’s subject matter; if an acknowledged signature is required by statute or for recordation, obtain a notary or remote online notarization where permitted.
Do I need a BAA for healthcare data?
Yes. If the contract handler creates, receives, maintains, or transmits PHI, include a HIPAA Business Associate Agreement and appropriate safeguards.
What causes signing failures?
Common causes include incorrect signer email, expired signing links, missing required fields, and authentication mismatches; verify signer identity and resend updated links.
How do I amend an executed contract?
Use a written amendment signed by authorized parties referencing the original contract; avoid side agreements that conflict with central terms.
How can I revoke or cancel signatures?
Revocation depends on the contract terms and timing; unilateral cancellation may breach the agreement—document mutual agreement to cancel or follow termination provisions.

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