Is an eSignature legally binding?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Do MSAs need to be notarized?

Generally no. Standard commercial MSAs typically do not require notarization, though specific state laws or transaction types may require notaries for certain ancillary documents.

When must a BAA be used?

A Business Associate Agreement is required if the vendor will create, receive, maintain, or transmit protected health information under HIPAA; include the BAA as an addendum.

How do I amend a Schedule after signing?

Use a written change order signed by authorized signatories referencing the original MSA and Schedule; document impact on price, schedule, and acceptance criteria.

Who can sign on behalf of an entity?

Only an individual with corporate authority may bind the entity; verify corporate resolutions or officer titles when parties are unsure of signing authority.

How long should I keep executed agreements?

Retain executed MSAs for the contract term plus at least three years; industry rules may extend this (e.g., HIPAA six years; IRS three years).

Electronic Signature
Templates
Project Management
Project Management MSA and Schedule

Project Management MSA and Schedule

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

PROJECT MANAGEMENT MASTER SERVICES AGREEMENT AND SCHEDULE

Parties and Project Identification

Client Name:

Client Address:

Service Provider Name:

Provider Address:

Project Title Project ID Project Manager (Client) Project Manager (Provider)

Recitals and Definitions

This Master Services Agreement (the Agreement) and attached Schedule set forth the terms under which Service Provider will perform project management services for Client with respect to the Project identified above. Capitalized terms used in this Agreement shall have the meanings set forth in this section or in the Schedule.

Defined Term: Key Definitions (summarize any special definitions)

Scope of Work

Provider shall perform project management services as described in this Schedule. Services include planning, coordination, progress reporting, risk management, stakeholder communications, and delivery oversight as further specified below.

Detailed Scope of Work Out of Scope Items

Deliverables and Acceptance Criteria

Provider shall deliver the following items. Each deliverable must include acceptance criteria; Client shall accept or provide written rejection reasons within the acceptance period specified.

Deliverable 1 — Title Deliverable 1 — Description Deliverable 1 — Acceptance Criteria Deliverable 2 — Title Deliverable 2 — Description Deliverable 2 — Acceptance Criteria

Timeline and Milestones

Project Start Date: Project End Date:

Milestone 1

Target Date: Responsible Party:

Milestone 2

Target Date: Responsible Party:

Budget, Fees and Payment Schedule

Pricing Model: Fixed Fee Time & Materials

Total Contract Value Payment Schedule Invoicing and Payment Terms

Change Order Process

All changes to the Scope of Work, deliverables, schedule or fees shall be effected only by a written Change Order signed by authorized representatives of both parties. Change Orders shall specify scope impact, schedule adjustments, and any price adjustments.

Change Order Procedure

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party and shall not disclose such information to third parties except as required by law. Confidential information shall be used solely for performance under this Agreement. Confidential obligations shall survive termination for a period of three years unless otherwise agreed in writing.

Representations, Warranties and Liability

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS.

Term and Termination

This Agreement is effective as of the date last signed below and will continue until completion of the services specified in the Schedule or until terminated as provided herein. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Upon termination Client shall pay Provider for services performed and reasonable wind‑down costs.

Notices

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notice is effective upon receipt.

Governing Law

Miscellaneous Provisions

The parties agree this Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals and communications. Any amendment must be in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions will remain in full force.

Special Provisions or Project Notes

Acceptance and Signatures

The undersigned represent and warrant that they are authorized to bind their respective parties to this Agreement and to the terms of the Schedule attached hereto.

Client — Printed Name:

By:

Date:

Service Provider — Printed Name:

By:

Date:

What the Project Management MSA and Schedule Is

A Project Management Master Services Agreement (MSA) and accompanying Schedule define the contractual relationship between a service provider and a client for one or more projects. The MSA sets broad legal terms — scope, payment, liability, IP, confidentiality, change control, termination and dispute resolution — while the Schedule (or Statement of Work) lists project-specific deliverables, milestones, acceptance criteria, resource assignments, timelines and pricing. Together they enable repeatable engagements by separating enduring legal terms in the MSA from task-level detail in each Schedule, simplifying future project onboarding and modifications.

Why an MSA with a Project Schedule Matters

An MSA with a Schedule reduces negotiation time, centralizes legal terms, and clarifies deliverables and payment milestones. It lowers contract friction across multiple projects and makes dispute resolution and change management more predictable for both parties.

Who Typically Prepares and Signs These Documents

The MSA and Schedule are used by project managers, procurement teams, legal counsel, vendors, and client executives who manage recurring services or multi-phase projects.

Procurement and sourcing teams that centralize vendor terms for repeat engagements and faster onboarding.
Project managers who map milestones, acceptance criteria, and resource assignments to contractual obligations.
Legal and finance teams that standardize liability, IP, invoicing, and change-order procedures.

Use distinct signatory roles — authorized signers for contract acceptance and delegated approvers for milestones — to keep commercial and operational accountability clear.

Essential Parts of a Professional Project Management MSA and Schedule

A well-drafted MSA and Schedule combine legal protections and operational detail so each project executes to plan without repeated contract negotiation.

Parties

Full legal names and entity types for each party, including mailing addresses and corporate identifiers to avoid ambiguity and ensure enforceability.

Scope of Work

Clear, measurable deliverables and acceptance criteria in the Schedule, with references to standards, formats, and required artifacts to reduce disputes over completion.

Payment Terms

Pricing, invoicing cadence, late fees, retainers, and milestone-based payments, plus who approves invoices and the dispute resolution flow for withheld payments.

Change Control

Procedure for scope changes, approval authority, impact assessment methods, and how additional time or cost will be agreed and documented.

IP and Data

Ownership of deliverables, licensing rights, confidentiality obligations, and data handling standards including any industry-specific privacy addenda.

Liability and Termination

Limitations of liability, indemnification, warranty periods, termination for convenience or cause, and post-termination transition obligations.

Step-by-Step: Preparing and Executing the MSA and Schedule

Follow these core steps to create, review, and finalize an MSA and its Schedule for a new project.

01

Draft MSA: Use an approved template that reflects company risk tolerances and standard indemnity and liability positions.
02

Create Schedule: Attach project-specific tasks, milestones, acceptance criteria, and payment triggers tied to dates.
03

Internal Review: Have legal, finance, and project leads review for compliance, budget alignment, and operational feasibility.
04

Execute: Collect signatures from authorized signers and distribute fully executed copies to all stakeholders.

Typical Contract Flow from Draft to Signed Agreement

This is the operational sequence most teams use when converting a negotiated MSA and Schedule into an executed agreement.

Request: Initiator uploads template and populates project Schedule fields prior to review.
Review: Legal and finance assess terms and request changes or approvals.
Approve: Authorized approvers confirm scope, budget, and vendor compliance.
Sign: Collect signatures and store completed agreements in the contract repository.

Configuring an Online Workflow for the MSA and Schedule

Configure fields, approvals, and notifications so the Schedule routes automatically and preserves an audit trail.

Field	Configuration
Signature Fields	Assign signers and required fields in role order to enforce signing sequence.
Approval Steps	Add review steps for legal and finance before signature invitation is sent.
Notifications	Set reminders for pending actions and escalation thresholds for overdue approvals.
Audit Trail	Enable comprehensive logging of timestamps, IPs, and actions for evidentiary support.

Technical and Security Considerations for Digital Execution

Ensure the digital platform supports secure signatures, audit trails, and any industry-specific compliance required for the agreement.

Authentication Options: Email, SMS code, KBA, or stronger multi-factor authentication.
Encryption: TLS 1.2/1.3 in transit and AES-256 at rest are standard security expectations.
Integrations: Connectors to CRM and document repositories streamline storage and invoicing.

Confirm the chosen platform can produce legible audit records, support retention policies, and meet any regulatory controls such as HIPAA or 21 CFR Part 11 when applicable.

Key Dates and Timing to Track in the MSA and Schedule

Document critical dates clearly in the Schedule and link them to payments, notice periods, and acceptance windows to avoid inadvertent defaults.

Effective Date:

Contract obligations begin on this date; use MM/DD/YYYY format.

Milestone Deadlines:

List each milestone date and the acceptance window for deliverables.

Invoice Due Dates:

Specify net payment days (e.g., Net 30) and any early-payment discounts.

Notice Periods:

State required notice for termination, cure periods, and change-order responses.

Retention Start:

Record when retention obligations begin for deliverables and project records.

Milestone Sequence from Kickoff to Closure

Use a numbered milestone sequence so stakeholders can see dependencies and required approvals at a glance.

01

Kickoff

Confirm resourcing, initial data transfer, and project plan within one week of effective date.

02

Key Deliverable 1

Delivery of first acceptance package tied to an invoice and review window.

03

Final Acceptance

Formal acceptance testing and defect resolution period prior to final payment.

04

Project Closeout

Handover materials, final invoices, and lessons-learned within agreed closeout timeframe.

Common Preparation Pitfalls to Avoid

Vague scope language that leaves deliverable definition to subjective interpretation and causes acceptance disputes.
Missing acceptance criteria or test plans, which leads to withholding final payments and rework cycles.
Incorrect signer authority or unsigned schedules that invalidate project commitments or delay procurement approvals.
Unclear change-order process that results in scope creep, undocumented costs, and misaligned stakeholder expectations.

Security and Compliance Elements to Include

Data Encryption: TLS 1.2/1.3 in transit, AES-256 at rest.

Audit Trail: Detailed event history with timestamps and IP addresses.

Access Controls: Role-based access and administrative review logs.

HIPAA: Include a BAA when PHI is involved.

21 CFR Part 11: Enable if subject to FDA-regulated records.

SOC 2 / ISO: Request SOC 2 Type II or ISO 27001 evidence for enterprise risk.

Consequences of Incorrect or Incomplete MSA/Schedule

Payment Disputes: Withheld payments and cashflow disruption.

Liability Exposure: Uncapped liability increases legal risk.

Regulatory Breach: HIPAA violations risk civil penalties; see 45 CFR §164.530(j).

Tax Penalties: Incorrect invoices can trigger reporting penalties under IRC §6721.

Contract Voidance: Defective signatures or missing authority can void acceptance.

Operational Delay: Ambiguous milestones lead to schedule slippage.

Comparing eSignature Plans Relevant to MSAs and Schedules

Platform choice affects cost, bulk sending, HIPAA availability, and envelope limits. The table shows typical starting prices and feature differences across common vendors.

	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, no credit card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
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 by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common legal, execution, and platform questions when preparing or signing a Project Management MSA and Schedule.

Need help? Contact support

Is an eSignature legally binding?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Do MSAs need to be notarized?
Generally no. Standard commercial MSAs typically do not require notarization, though specific state laws or transaction types may require notaries for certain ancillary documents.
When must a BAA be used?
A Business Associate Agreement is required if the vendor will create, receive, maintain, or transmit protected health information under HIPAA; include the BAA as an addendum.
How do I amend a Schedule after signing?
Use a written change order signed by authorized signatories referencing the original MSA and Schedule; document impact on price, schedule, and acceptance criteria.
Who can sign on behalf of an entity?
Only an individual with corporate authority may bind the entity; verify corporate resolutions or officer titles when parties are unsure of signing authority.
How long should I keep executed agreements?
Retain executed MSAs for the contract term plus at least three years; industry rules may extend this (e.g., HIPAA six years; IRS three years).

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