Can this agreement be signed electronically?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted. Ensure intent to sign, consent to electronic records, attribution, and retention capabilities are satisfied to meet legal validity tests.

When is notarization or witnessing required?

Most management agreements do not require notarization. Specific instruments, transfers, or state rules may require notarization or witnesses; verify per state law when conveyances or recordable instruments are involved.

How should parties handle confidentiality and data access?

Include detailed confidentiality and data handling clauses, define permitted disclosures, and add a HIPAA Business Associate Agreement when protected health information is involved to meet regulatory duties.

What happens if a party lacks signing authority?

If an individual signs without authority, the agreement may be voidable. Obtain corporate resolutions or written delegation of authority beforehand to confirm the signer can bind the entity.

How can the agreement be amended later?

Require written amendments signed by authorized representatives. Describe amendment procedures in the agreement and capture changes through signed addenda or replacement agreements to preserve auditability.

How long should I keep signed copies?

Retain executed agreements for the active term plus applicable post-termination periods; follow federal standards such as IRS three-year rules and HIPAA six-year retention where relevant.

Electronic Signature
Templates
Legal
Professional Management Services Agreement

Professional Management Services Agreement

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PROFESSIONAL MANAGEMENT SERVICES AGREEMENT

This Professional Management Services Agreement (the Agreement) is made and entered into as of the , by and between Manager Name: , a Individual Corporation LLC, with principal place of business at (Manager), and Client Name: , a Individual Corporation LLC, with principal place of business at (Client).

RECITALS

WHEREAS, Client operates or owns certain business operations, assets, or projects for which Client requires professional management services as further described in this Agreement; and

WHEREAS, Manager represents that Manager has the expertise, personnel and resources necessary to provide management services, including but not limited to administrative oversight, financial management, vendor coordination, and reporting; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Manager shall provide professional management services as described in Schedule A attached hereto and incorporated herein. In the absence of Schedule A, the core services to be provided shall include:

1.2 Performance Standard. Manager shall perform the Services in a professional and workmanlike manner, in accordance with applicable industry standards and all applicable laws, rules and regulations.

2. TERM

2.1 Initial Term. The term of this Agreement shall commence on the date set forth above and shall continue for a period of months unless earlier terminated in accordance with Section 12.

2.2 Renewal. This Agreement shall automatically renew for successive periods of months unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

3. COMPENSATION

3.1 Management Fee. As full compensation for the Services, Client shall pay Manager a management fee of per , payable within days of invoice.

3.2 Additional Services. Services outside the scope of Schedule A will be billed at the rates set forth in Schedule B or, if no rates are specified, at Manager's then-current hourly rates. Manager shall obtain Client's prior written approval for any additional services estimated to exceed .

3.3 Taxes. Fees are exclusive of taxes, assessments or duties imposed by any governmental authority, which Client shall pay in addition to fees unless a valid tax exemption is provided.

4. EXPENSES

Client shall reimburse Manager for reasonable, documented out-of-pocket expenses incurred in connection with the performance of Services, including travel, third-party vendor fees and supplies, provided such expenses are approved in advance when anticipated to exceed .

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" includes proprietary business information, financial data, client lists, processes, trade secrets and any other non-public information disclosed by a party to the other in connection with this Agreement.

5.2 Obligations. Each party agrees to maintain the confidentiality of the other party's Confidential Information, not to disclose it to third parties except as necessary to perform this Agreement, and to use at least the same degree of care to protect such information as it uses for its own confidential information, but in no event less than reasonable care. These obligations shall survive termination for a period of years.

6. INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, all materials, reports and deliverables prepared by Manager specifically for Client under this Agreement shall be the property of Client upon payment in full. Manager retains ownership of Manager's pre-existing materials, methodologies and know-how used in the performance of Services, provided no Confidential Information of Client is disclosed.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that execution of this Agreement has been duly authorized, and that the Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

8. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of its representations, warranties or obligations, or from its gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid or payable to Manager under this Agreement in the twelve (12) months preceding the claim.

10. INSURANCE

Manager shall maintain and, upon request, provide certificates of insurance evidencing commercial general liability insurance, professional liability (errors and omissions) insurance in an amount not less than , and workers' compensation as required by law.

11. TERMINATION

11.1 For Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice of the breach.

11.2 For Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

12. NOTICES

Notices to Manager Notices to Client

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after mailing by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice.

13. ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

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.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Schedules and other documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. 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. Facsimile or electronic signatures shall be binding for all purposes.

18. MISCELLANEOUS

The parties agree to cooperate and execute such further instruments and do such further acts as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Manager

Printed Name:

By:

Date:

Client

Printed Name:

By:

Date:

What the Professional Management Services Agreement Is

The Professional Management Services Agreement is a written contract establishing the relationship between an owner or client and a management provider who will deliver ongoing professional services such as property management, facilities administration, project oversight, or program management. It defines the scope of services, performance standards, reporting cadence, compensation and invoicing terms, duration, termination rights, insurance and indemnity obligations, confidentiality and data handling, and dispute resolution. By documenting these elements the agreement limits ambiguity, allocates risk, and provides an enforceable record of expectations between parties.

Why a Clear Agreement Protects Both Parties

A concise Professional Management Services Agreement reduces disputes by setting measurable expectations, defining payment and termination terms, and allocating liability and insurance responsibilities. It supports regulatory compliance and creates a predictable framework for performance measurement, reporting, and remedial steps if obligations are not met.

Who Commonly Uses This Agreement

Common users include property owners, investors, third-party management firms, and corporate departments overseeing outsourced operations.

Property owners and real estate investors needing outsourced property or asset management services.
Professional management firms entering client engagements for operations, maintenance, or administrative oversight.
Corporate clients and associations contracting external managers for facilities, events, or program administration.

Confirm which stakeholders must approve the agreement internally before execution and document delegated authority to avoid later disputes.

Typical Signatory Roles

Authorized Signer

An executive or officer with authority to bind the organization. Confirm corporate resolutions or delegation of authority before signing, and record the signer’s title, full legal name, and supporting documentation to reduce later challenges to validity.

Primary Manager

The individual accountable for delivery of services day to day. Specify their responsibilities, contact details, escalation paths, and any limits on decision-making to ensure operational clarity and consistent reporting against contract obligations.

Core Clauses to Include in the Agreement

A well-drafted Professional Management Services Agreement contains several standard clauses that govern performance, payment, risk allocation, and administration. Include explicit language so responsibilities and remedies are enforceable.

Scope of Services

Precisely describe tasks, deliverables, service levels, frequency of reports, and any excluded work so both parties share a common expectation of what is and is not included.

Compensation

State fees, payment schedule, invoicing procedures, allowable expenses, late payment interest, and any performance-based adjustments or bonuses.

Term and Termination

Define initial term, renewal mechanics, notice periods for termination with and without cause, cure periods, and effects of termination on outstanding obligations.

Insurance and Indemnity

Specify minimum insurance limits, required policies, additional insured endorsements, and mutual indemnification scope for third-party claims arising from performance.

Confidentiality

Describe protected information, permitted disclosures, data handling procedures, and obligations after termination, including return or destruction of confidential materials.

Dispute Resolution

Include governing law, preferred forum or arbitration clause, and procedures for notice, mediation, or litigation to streamline conflict resolution.

Step-by-Step: How to Complete the Agreement

Follow these steps in order to prepare, review, and execute a Professional Management Services Agreement efficiently and with proper authority.

01

Prepare Draft: Populate parties, scope, payment, term, insurance, and confidentiality clauses.
02

Internal Review: Legal and finance should verify liabilities, tax treatment, and payment workflows.
03

Client Review: Share the redline with the counterparty and address comments promptly.
04

Execution: Obtain authorized signatures and record the effective date and distribution list.

Configuring an Electronic Signing Workflow

Set up your digital workflow to match the agreement’s required signers, fields, and authentication levels before sending for signature.

Field	Configuration
Signer Order	Sequential or parallel routing; choose based on approval hierarchy.
Authentication	Email link, SMS code, or stronger identity verification as required.
Required Fields	Signature, date, printed name, initials, and optional text boxes.
Audit Trail	Enable timestamps, IP logs, and download of completion certificates.

Digital Signing and File Format Considerations

Use a platform that produces tamper-evident PDF or DOCX outputs and captures a complete audit trail for each signature event.

File Types: PDF and Word DOCX supported.
Audit Trail: Timestamp, IP, and action log.
Integrations: CRM and cloud storage connectors.

Typical Electronic Execution Workflow

The following four steps summarize a common online signing sequence for management agreements.

Upload Document: Add the finalized agreement to the signing platform and place required fields.
Assign Signers: Enter signer names and email addresses and set signing order if needed.
Authenticate Signers: Use email link, SMS code, or advanced authentication per risk level.
Complete Signing: Obtain signatures, capture the audit trail, and distribute executed copies.

Key Dates and Notice Periods to Track

Record all relevant dates and notice windows within the agreement to prevent inadvertent renewals or missed termination rights.

Effective Date:

Date the agreement becomes binding and starts performance obligations.

Invoice Due Date:

Net terms (e.g., Net 30) determine when payments are due and late fees apply.

Renewal Notice:

Specify advance notice required to decline renewal, commonly 30–90 days.

Termination Notice:

If termination without cause is allowed, state the required notice period.

Cure Period:

Set a reasonable cure period for material breaches before termination rights trigger.

Common Preparation Mistakes to Avoid

Leaving scope vague or open-ended leads to frequent disputes about included work and billable services.
Failing to define payment timing, allowable expenses, and invoicing requirements creates cash-flow and reconciliation issues.
Not allocating responsibility for third-party vendor costs or subcontractor oversight increases liability for the client and manager.
Omitting insurance minimums or indemnity details exposes both parties to unpredictable recovery gaps after claims.

Risks and Consequences of an Incomplete Agreement

Contract Disputes: Litigation exposure

Payment Delays: Lost revenue

Regulatory Violations: Fines or sanctions

Insurance Gaps: Uninsured losses

Reputational Harm: Client relationship damage

Enforceability Issues: Invalid signatures

eSignature Vendor Comparison for Executing This Agreement

The table compares typical starting prices and core features across widely used electronic signature providers; signNow is listed first per comparison conventions.

	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	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-World Examples

These brief examples show how organizations use management agreements to standardize operations and improve execution speed.

Optica Ventures — COO

Optica Ventures formalized management scope, reporting, and fee calculations across its portfolio to reduce disputes.

It clarified vendor responsibilities and invoice approval.
The COO noted the interface made document execution straightforward, enabling faster turnaround and clearer records for both internal teams and customers.

Martin Properties — Founder

Martin Properties moved to standardized management agreements for all new properties to ensure consistent maintenance and tenant communications.

This reduced ad hoc approvals.
The founder reported processing and executing documents online improved compliance, reduced paper handling, and accelerated onboarding of new properties.

Frequently Asked Questions and Common Issues

Answers to frequent questions about execution, enforceability, and practical concerns when using a Professional Management Services Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted. Ensure intent to sign, consent to electronic records, attribution, and retention capabilities are satisfied to meet legal validity tests.
When is notarization or witnessing required?
Most management agreements do not require notarization. Specific instruments, transfers, or state rules may require notarization or witnesses; verify per state law when conveyances or recordable instruments are involved.
How should parties handle confidentiality and data access?
Include detailed confidentiality and data handling clauses, define permitted disclosures, and add a HIPAA Business Associate Agreement when protected health information is involved to meet regulatory duties.
What happens if a party lacks signing authority?
If an individual signs without authority, the agreement may be voidable. Obtain corporate resolutions or written delegation of authority beforehand to confirm the signer can bind the entity.
How can the agreement be amended later?
Require written amendments signed by authorized representatives. Describe amendment procedures in the agreement and capture changes through signed addenda or replacement agreements to preserve auditability.
How long should I keep signed copies?
Retain executed agreements for the active term plus applicable post-termination periods; follow federal standards such as IRS three-year rules and HIPAA six-year retention where relevant.

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