Establishing secure connection…Loading editor…Preparing document…

Project Management Managed Services Agreement

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

Project Management Managed Services Agreement

Project Identification

Effective Date and Term

This Agreement is entered into effective as of (the "Effective Date") and, unless earlier terminated in accordance with this Agreement, shall continue in effect until .

Recitals

Client desires to engage Service Provider to provide project management and managed services in accordance with the terms of this Agreement, and Service Provider has represented that it has the qualifications, experience, and ability to provide such services.

Scope of Work

Deliverables and Acceptance

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Acceptance Procedure: Client shall review submitted deliverables within calendar days. Deliverables shall be deemed accepted if Client does not provide written rejection with specific defects within that period.

Timeline and Milestones

Target Date:    Acceptance Criteria:

Target Date:    Acceptance Criteria:

Budget and Payment

Late payment interest: . All payments shall be made in the currency specified in the invoice.

Change Order Process

No change to the scope, deliverables, schedule, or price shall be effective unless set forth in a written change order signed by authorized representatives of both parties. Service Provider shall provide a written estimate for any proposed change, including schedule impact and cost.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall use such information solely for the performance of this Agreement. Confidential information does not include information that is or becomes generally available to the public other than as a result of a breach of this confidentiality obligation.

Confidential information shall be returned or destroyed upon termination of this Agreement or upon request of the disclosing party.

Data Security and Privacy

Service Provider shall implement and maintain industry-standard administrative, technical, and physical safeguards designed to protect Client data. Service Provider shall notify Client without undue delay of any security incident affecting Client data.

Intellectual Property

Unless otherwise agreed in writing, Client retains ownership of Client-supplied materials and pre-existing intellectual property. Service Provider grants Client a non-exclusive, perpetual license to materials and deliverables to the extent necessary for Client's internal use. Service Provider warrants that deliverables will not infringe third-party intellectual property rights.

Warranties and Service Levels

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. The warranty period for deliverables is days from acceptance.

Service levels: Response time for critical incidents: . Uptime commitment: .

Reporting and Meetings

Service Provider shall provide status reports with the following frequency: . Key performance indicators and the reporting format will be as agreed between the parties.

Termination

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience with days' prior written notice.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality and IP indemnities, the aggregate liability of each party for direct damages shall be limited to the total fees paid to Service Provider under this Agreement during the preceding period. Neither party shall be liable for consequential, incidental, or punitive damages.

Service Provider shall defend and indemnify Client against third-party claims alleging infringement of intellectual property arising from the deliverables, provided Client gives prompt written notice and reasonable cooperation.

Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, strikes, pandemics, governmental actions, or internet outages, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of without regard to conflict-of-law principles. The parties shall attempt to resolve disputes by negotiation, and if unresolved, submit to binding arbitration in the agreed jurisdiction.

Subcontracting and Personnel

Service Provider may engage subcontractors to perform portions of the services provided that Service Provider remains responsible for subcontractor performance and compliance with this Agreement. Client shall be notified of key personnel changes affecting performance.

Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall continue in full force and effect.

Notices

Acknowledgements

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. The individuals signing below are authorized to bind their respective parties.

Client:

By:

Date:

Service Provider:

By:

Date:

Enter text

What a Project Management Managed Services Agreement Covers

A Project Management Managed Services Agreement is a written contract that defines scope, deliverables, service levels, staffing, timelines, change control, reporting, and payment terms for outsourced project management services. It allocates responsibilities between the client and the managed services provider, sets performance metrics and remedies for missed targets, and describes intellectual property, confidentiality, and termination rights. Parties commonly include invoicing cadence, escalation procedures, and acceptance criteria for milestones. The agreement creates a predictable framework for multi-phase projects and ongoing program management while reducing ambiguity about who performs which tasks and how outcomes are validated.

Why this Agreement Matters for Projects and Procurement

Using a clear managed services agreement reduces scope disputes, defines measurable service levels, and creates a contractual basis for change management and invoicing, improving predictability and governance for program stakeholders.

Why this Agreement Matters for Projects and Procurement

Who Typically Prepares and Signs This Agreement

Typical users include procurement teams, IT leaders, project managers, and external PM service providers who jointly define responsibilities and deliverables.

  • Procurement and legal teams handling vendor selection and contract negotiation for managed services.
  • Internal program managers acting as the client-side contract owner and performance monitor.
  • Managed services providers responsible for staffing, reporting, and delivering agreed project outcomes.

The document is used when outsourcing program-level coordination, recurring project portfolio support, or end-to-end project delivery under a managed-services model.

Core Clauses to Include in a Professional Agreement

A complete agreement organizes commercial, operational, and legal terms so both sides can measure performance, manage change, and resolve disputes without ambiguity.

Scope

Detailed scope of services and excluded activities, with precise milestone and deliverable descriptions to reduce scope creep and billing disputes.

Service Levels

Defined KPIs, measurement methodology, reporting cadence, remedies for missed SLAs, and acceptance testing criteria for deliverables and milestones.

Change Control

A formal process for additions, price adjustments, schedule impacts, approvals, and documentation required to authorize scope or budget changes.

Pricing

Fee model (fixed, time & materials, retainer), invoicing schedule, expense reimbursement rules, and procedure for disputed charges.

Intellectual Property

Ownership of work product, licensing rights, background IP carve-outs, and assignment language for deliverables and source materials.

Termination

Termination for convenience and cause, notice periods, wind-down obligations, data return/destruction, and post-termination transition assistance.

Step-by-Step: Completing the Agreement

Follow a consistent sequence to draft, review, approve, and execute the agreement to minimize rework and legal exposure.

  • 01
    Draft: Populate scope, fees, and dates from the project SOW.
  • 02
    Internal Review: Legal and procurement review terms and risk allocation.
  • 03
    Counterparty Review: Exchange redlines and resolve material issues.
  • 04
    Execution: Obtain authorized signatures and store executed copies securely.

Configuring an Online Signing Workflow

Set up fields and authentication to mirror the paper workflow while preserving auditability and consent records.

Field Configuration
Signature Required for each signer; include printed name and date fields.
Initials Add initials at page-change points or key clauses as needed.
Conditional Fields Show or hide pricing and milestone fields based on chosen options.
Authentication Choose email, SMS code, or stronger verification per risk profile.

Where to Send and How Execution Works

Determine delivery and routing so each signer receives the correct version at the proper time and in the right order.

  • Primary Recipient: Client contracting officer or procurement contact receives first copy for review.
  • Provider Signer: Authorized representative of the managed services provider signs next.
  • Witness/Notary: If required by state law or internal policy, route for notarization or witness signatures.
  • Final Distribution: Distribute executed PDF and audit trail to all parties and the contract repository.

Technical Considerations for Digital Signing and Distribution

Ensure archived copies include a tamper-evident signed PDF and a machine-readable audit trail for compliance and future dispute resolution.

  • File Formats: PDF, DOCX supported
  • Integrations: Connect to CRM, ERP, or document storage
  • Authentication: Email, SMS, KBA, or SSO

Typical Timing and Notice Periods to Track

Record key dates in a shared tracker to meet acceptance, payment, and termination notice requirements without delay.

Effective Date:

Date when obligations begin and clocked milestones start.

Milestone Acceptance:

Client must accept or dispute deliverables within agreed period.

Invoice Due Date:

Payment due per contract terms, commonly Net 30.

Termination Notice:

Typical notice period for convenience or breach termination.

Transition Period:

Time allotted for knowledge transfer after termination.

Common Preparation Errors to Avoid

  • Leaving scope vague or omitting acceptance criteria, which triggers disputes about deliverable completion and additional costs.
  • Failing to align invoicing terms with procurement systems, causing delayed payments and strained vendor relationships.
  • Using ambiguous IP language that fails to distinguish background IP from deliverables, risking ownership disputes.
  • Neglecting to require authorized signatories, resulting in unenforceable or challengeable signatures during contract disputes.

Consequences of an Incorrect or Incomplete Agreement

Payment Delay: Invoices disputed; cash flow impact
Scope Disputes: Extra costs and schedule slippage
Liability Exposure: Unclear indemnities increase legal risk
Breach Claims: Material breaches can trigger termination
Regulatory Risk: Noncompliance with industry law (e.g., HIPAA)
Enforcement Issues: Unauthorized signatures may be invalid

Comparing eSignature Pricing and Capabilities for This Agreement

signNow is listed first; compare starting price, trial availability, bulk send, audit trail, HIPAA support, and envelope caps across vendors without date references.

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

Real-World Examples of Managed Services Agreements in Use

These case examples show how organizations apply managed services agreements to speed approvals and secure signatures.

Optica Ventures — COO

Optica standardized contract templates to reduce signature cycles by centralizing reviews.

  • The provider automated milestone approvals across portfolios.
  • As a result, the company reduced turnaround time and improved customer transparency while maintaining compliance with audit requirements.

Martin Properties — Founder

Martin Properties moved lease and project PM agreements online to avoid in-person signings.

  • Mobile and offline signing supported field teams.
  • This allowed continuous project progress during site work while preserving a secure audit trail for later verification.

Frequently Asked Questions About Execution and Legality

Answers to common questions about enforceability, signatures, notarization, retention, and correcting errors in the agreement.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users