Is an electronic signature valid?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and retention are satisfied.

When is a notary required?

Most commercial service agreements do not require notarization unless a specific state filing or statutory form demands it; verify for deeds, POAs, or statutory filings.

Do I need a BAA for healthcare work?

Yes. If the provider handles protected health information, include a Business Associate Agreement and specific HIPAA security and breach-notification obligations.

How should SLAs be measured?

Define clear metrics, measurement intervals, monitoring tools, and exception handling for scheduled maintenance and third-party outages.

What if a signer lacks authority?

Execution by an unauthorized signer risks enforceability; confirm delegation and corporate approvals prior to signature to avoid disputes.

How long must I retain signed agreements?

Retain signed agreements for the contract term plus recommended post-termination periods; follow IRS, HIPAA, or industry-specific retention requirements.

Electronic Signature
Templates
Legal
Professional Managed Services Agreement

Professional Managed Services Agreement

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PROFESSIONAL MANAGED SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client desires to engage Provider to perform managed information technology and related professional services described herein; and

WHEREAS, Provider represents that it has the personnel, technical skill and experience necessary to provide such services on the terms and conditions set forth in this Agreement; and

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

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the managed services and deliverables described in the Service Description attached hereto as Schedule A and summarized below. Provider shall provide personnel, equipment and management necessary to perform the Services in a professional and workmanlike manner in accordance with industry standards.

Service Description Summary

1.2 Service Locations. Provider will deliver Services at the locations designated by Client, including remote delivery as agreed.

Service Location(s)

2. TERM

2.1 Initial Term. The initial term of this Agreement shall commence on the Service Commencement Date and continue for the duration set forth below unless earlier terminated in accordance with Section 12.

Service Commencement Date: Initial Term (months):

2.2 Renewal. This Agreement will automatically renew for successive one year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in Schedule B. Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

Monthly Managed Services Fee Payment Terms

3.2 Invoices shall be due and payable within the number of days specified above. Late payments shall accrue interest at the rate specified below.

Late Payment Interest Rate (annual)

4. SERVICE LEVELS

4.1 Provider shall use commercially reasonable efforts to meet the Service Levels set forth below. Failure to meet service levels shall entitle Client to service credits as set forth in Schedule C, provided Client complies with claim procedures.

Primary Response Time (business hours) Target Resolution Time

5. CHANGE ORDERS

5.1 Any change to the scope, schedule or fees shall be implemented only upon mutual written agreement executed by authorized representatives of both parties in the form of a Change Order specifying the change, the adjustments to fees and schedule, and any other amended terms.

Change Order Procedure Contact

6. CONFIDENTIALITY

6.1 Each party shall treat as confidential all Confidential Information disclosed by the other party. Confidential Information includes non-public business, technical, financial and operational information and any Customer Data. The receiving party shall not disclose Confidential Information except to employees, contractors and agents with a need to know and only under written obligations of confidentiality no less protective than those herein.

Exceptions to Confidentiality (if any)

7. DATA SECURITY AND PRIVACY

7.1 Provider shall implement and maintain appropriate administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Client Data against unauthorized access, use, disclosure, alteration or destruction. Provider shall notify Client without undue delay upon becoming aware of any security breach affecting Client Data and shall cooperate in remediation and regulatory response.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Client retains all right, title and interest in and to Client Data. Provider retains all right, title and interest in and to Provider Pre-Existing Materials and Provider Tools. Provider grants Client a nonexclusive, nontransferable license to any Provider Tools delivered solely to the extent necessary to use the Services.

Provider Tools (describe)

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranties. Each party represents and warrants that it has the right and authority to enter into this Agreement. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

9.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from any third party claims arising from Provider's gross negligence, willful misconduct, or material breach of Provider's representations and warranties, including claims alleging that Provider Materials infringe third party intellectual property rights.

11.2 Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party of a claim, provide reasonable cooperation, and permit the indemnifying party to assume control of the defense and settlement, provided that any settlement that admits liability or imposes material obligations requires the indemnified party's prior written consent.

12. INSURANCE

12.1 Provider shall maintain insurance coverage customary for parties providing services of this nature, including commercial general liability and professional liability insurance in amounts reasonably acceptable to Client. Upon request, Provider shall provide certificates evidencing such coverage.

Requested Minimum Insurance Amounts

13. TERMINATION AND TRANSITION

13.1 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice. Termination for cause may occur upon material breach not cured within thirty (30) days after written notice.

13.2 Transition Assistance. Upon expiration or termination for any reason, Provider shall, upon Client's request, provide reasonable transition assistance for a period of up to sixty (60) days to facilitate an orderly transition of services, at Provider's then-current rates or as otherwise agreed.

14. NOTICES

14.1 All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Client Notice Address Provider Notice Address

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver 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; VENUE

16.1 This Agreement shall be governed by and construed in accordance with the laws of the State/Province specified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the county indicated below for any dispute arising out of or relating to this Agreement.

Governing Law (State/Province) Venue (County/City)

17. ENTIRE AGREEMENT; SEVERABILITY

17.1 This Agreement, including all Schedules and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, 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.

18. MISCELLANEOUS

18.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Provider shall be solely responsible for withholding and payroll taxes for its personnel.

Additional Provisions (optional)

Client

Party Label:

By:

Date:

Service Provider

Party Label:

By:

Date:

What the Professional Managed Services Agreement Covers

A Professional Managed Services Agreement is a written contract between a service provider and a client that defines ongoing operational or technical services, scope of work, service levels, fees, reporting, change control, and responsibilities for both parties. It sets term and termination provisions, liability limits, warranties, indemnities, intellectual property ownership, confidentiality and data handling, and compliance obligations. For cloud or IT management arrangements it often includes SLAs, escalation paths, and security controls. Electronic execution under federal and state e-signature laws is commonly accepted when signature intent, consent, attribution, and retention requirements are satisfied.

Why a Clear Managed Services Agreement Matters

A clear agreement reduces disputes by allocating responsibilities, defining measurable SLAs, and documenting payment and change processes. It establishes data protection requirements, compliance obligations, and remedies for breaches, enabling predictable operations and financial planning for both client and provider.

Who Typically Prepares and Signs This Agreement

Organizations that outsource IT, facilities, or managed operations commonly use this agreement to set expectations and control risk.

IT teams and procurement: Procurement leaders and IT managers negotiate scope, SLAs, and integration expectations for operational continuity.
Finance and legal departments: Finance reviews payment terms and escrow; legal validates liabilities, indemnities, and compliance clauses.
Service providers and operations: Provider account managers and operations leads confirm deliverables, staffing, and escalation procedures.

Signatories usually include authorized business officers and operational leads; legal review is standard for material commitments.

Primary Signers and Their Roles

Client Authorized Officer

Typically a VP or director with contract authority who accepts service levels, pricing, and termination clauses; their signature binds the client entity and triggers contract obligations.

Provider Executive

A named officer or authorized representative of the service provider who confirms resource commitments, warranties, and compliance with agreed SLAs and data-handling obligations.

Core Clauses to Include in the Agreement

A comprehensive agreement balances operational requirements and legal protections while supporting measurable performance and secure data handling across the relationship.

Scope of Services

Describe services in measurable terms, deliverables, exclusions, schedules, and roles to avoid ambiguity and prevent scope creep during the term.

Service Levels

Include SLA metrics, measurement methods, reporting cadence, remedies for missed SLAs, and definitions for uptime, response, and resolution times.

Fees and Invoicing

Set pricing model (flat, per-user, tiered), payment terms, invoicing schedule, change-order pricing, and dispute resolution for billing discrepancies.

Security & Privacy

Specify technical controls, breach notification timelines, data segregation, encryption standards, and any industry-specific privacy obligations.

Intellectual Property

Allocate ownership for preexisting IP, deliverables, and licenses; include clauses for work-for-hire or license grants when applicable.

Termination & Exit

Define termination for convenience and cause, transition assistance, data return/destruction, and any exit fees or phased offboarding obligations.

Step-by-Step: Finalizing and Signing the Agreement

Follow a consistent process to review, obtain approvals, and execute the agreement to reduce delays and legal exposure.

01

Draft Review: Circulate to legal, finance, and operations for redlines and risk sign-off.
02

Negotiate Terms: Agree on SLAs, fees, IP, and termination with tracked changes and version control.
03

Authorize Signers: Confirm signatory authority and corporate approvals before execution.
04

Execute Electronically: Use an ESIGN/UETA-compliant eSignature workflow with audit trail for enforceability.

How to Configure an Online Signing Workflow

Set up a digital workflow that enforces signer order, required fields, and secure access controls before sending the agreement for signature.

Field	Configuration
Signer Order	Sequential or parallel based on approval dependencies
Required Fields	Make signature, date, and key clauses required to prevent incomplete execution
Authentication	Choose email, SMS code, or stronger methods per risk level
Audit Trail	Capture IP, timestamp, and action history for each signer

Typical Routing and Delivery for Signed Agreements

A simple digital routing pattern improves speed while preserving records and auditability throughout the signature process.

Upload Document: Sender uploads final contract to the signing platform.
Place Fields: Add signature, initial, and date fields for each signer.
Assign Signers: Enter signer emails and set signing order or roles.
Send and Record: Platform delivers signing links and records the completed audit trail.

Technical and Compliance Considerations for eSigning

Choose a platform that supports required security controls, audit trails, and applicable industry compliance before e-execution.

Security: TLS 1.2/1.3 and AES-256 encryption
Compliance: Support for ESIGN, UETA, SOC 2, and HIPAA (BAA available)
Integrations: Connectors for common ERPs, CRMs, and cloud storage

Common Timelines and Notice Periods to Include

Define deadlines for performance, invoicing, change orders, renewals, and termination notices to avoid operational disputes and billing surprises.

Payment Terms:

Net 30 is common; state specific tax treatment may apply.

SLA Response:

Initial response within 4–24 hours depending on severity.

Issue Resolution:

Target resolution windows: 24 hours, 72 hours, or negotiated term.

Renewal Notice:

60–90 days prior written notice for automatic renewal avoidance.

Change Orders:

Documented approval and revised pricing before new work begins.

Common Preparation Mistakes to Avoid

Using vague scope language that allows services to be interpreted differently by each party, leading to disputes and unplanned costs.
Failing to define SLA measurement methodology, reporting frequency, and acceptable exceptions such as scheduled maintenance windows.
Not addressing data ownership and access on termination, which can cause delays and additional costs during offboarding.
Skipping a defined change-order process and pricing, producing disagreements when new tasks or scope changes arise.

Legal and Financial Risks of an Incorrect Agreement

Breach Exposure: Contractual damages and indemnity claims

Tax Risk: Misclassification leads to penalties

Data Breach Liability: Regulatory fines and remediation costs

Enforceability Issues: Improper signature process risks invalidation

1099 Penalties: IRC §6721: $60–$660+ per form

I-9 Violations: 8 CFR §274a.2: $281–$2,789 per violation

Vendor Pricing and Feature Comparison for eSignature Use with This Agreement

Basic pricing and feature distinctions among common e-signature vendors. Confirm plan details with each vendor before procurement.

	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	Yes, 7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
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

How Organizations Use a Managed Services Agreement in Practice

Real-world examples show common priorities: measurable SLAs, secure data handling, and disciplined change management during service delivery.

Optica Ventures

Optica standardized managed services contracts to centralize vendor accountability and reporting.

Outcome: Reduced dispute resolution time.
Result: Operations gained consistent SLA metrics and consolidated vendor reporting across portfolio companies, improving visibility and decision-making.

Martin Properties

Martin Properties used an online execution flow for all vendor agreements.

Outcome: Faster turnaround on renewals.
Result: The firm processed and executed agreements remotely with secure records retention, yielding predictable offboarding and reduced administrative overhead.

Frequently Asked Questions and Troubleshooting

Answers to common questions about completing, executing, and enforcing Professional Managed Services Agreements in the United States.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and retention are satisfied.
When is a notary required?
Most commercial service agreements do not require notarization unless a specific state filing or statutory form demands it; verify for deeds, POAs, or statutory filings.
Do I need a BAA for healthcare work?
Yes. If the provider handles protected health information, include a Business Associate Agreement and specific HIPAA security and breach-notification obligations.
How should SLAs be measured?
Define clear metrics, measurement intervals, monitoring tools, and exception handling for scheduled maintenance and third-party outages.
What if a signer lacks authority?
Execution by an unauthorized signer risks enforceability; confirm delegation and corporate approvals prior to signature to avoid disputes.
How long must I retain signed agreements?
Retain signed agreements for the contract term plus recommended post-termination periods; follow IRS, HIPAA, or industry-specific retention requirements.

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