Establishing secure connection…Loading editor…Preparing document…

Project Management Outsource CO Agreement

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

Project Management Outsource Change Order Agreement

Project Identification

Recitals

This Project Management Outsource Change Order Agreement ("Agreement") is entered into as of Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

WHEREAS, the parties entered into a Project Management Agreement dated (the "Underlying Agreement"); and WHEREAS, the parties now desire to modify the scope, schedule or compensation of the Underlying Agreement as set forth in this Change Order.

Scope of Work (This Change Order)

Deliverables and Acceptance Criteria

Timeline and Milestones

Start Date:    End Date:

Target Date:

Target Date:

Budget and Payment

Change Order Process

Any change to the Scope of Work, schedule, or Compensation shall be effected only by written Change Order signed by authorized representatives of both parties. The Change Order shall describe the scope modification, the adjustment to the schedule, the additional or reduced compensation, and any impacts to deliverables and acceptance criteria.

Confidentiality

Each party acknowledges that certain information disclosed under this Change Order may be Confidential Information. Except as required by law, the receiving party shall not disclose Confidential Information of the disclosing party and shall use such information only for performance of this Agreement. Confidential Information does not include information that is demonstrably in the public domain through no breach by the receiving party, or lawfully obtained from a third party.

Confidentiality Duration:

Intellectual Property and Deliverable Ownership

Unless otherwise agreed in writing, the Service Provider grants to the Client a nonexclusive, worldwide, perpetual license to use deliverables produced under this Change Order for the Client's internal business purposes. Where deliverables incorporate Service Provider pre-existing materials, Service Provider retains ownership of those pre-existing materials and only grants a license necessary for the Client's use of the deliverable.

Assignment of newly created intellectual property: Assign to Client    License to Client

Warranties; Limitation of Liability; Indemnity

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS CHANGE ORDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS CHANGE ORDER, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Indemnification: Each party agrees to indemnify and hold the other harmless from third-party claims arising from its negligent acts, omissions, or willful misconduct in performing obligations under this Change Order.

Termination

This Change Order may be terminated in accordance with the termination provisions of the Underlying Agreement. In the event of termination, Service Provider shall be entitled to payment for work performed in accordance with the payment schedule and reasonably incurred direct costs.

Notices

Governing Law; Dispute Resolution

This Change Order shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree that disputes will be submitted to the dispute resolution mechanism set forth in the Underlying Agreement, or if none, to binding arbitration in the governing jurisdiction.

Entire Agreement; Amendment

This Change Order, together with the Underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof. No amendment or modification of this Change Order shall be effective unless in writing and signed by authorized representatives of both parties.

Representations and Authority

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Change Order and that the person signing below is authorized to bind that party.

Client - Printed Name:

By:

Date:

Service Provider - Printed Name:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What the Project Management Outsource CO Agreement Covers

The Project Management Outsource CO Agreement is a binding contract used when an organization hires an external company to provide project management services. It defines the parties, scope of work, deliverables, milestones, acceptance criteria, fees, payment schedule, intellectual property ownership, confidentiality obligations, subcontracting rules, change control, and termination rights. The document often includes service level targets, reporting requirements, and dispute-resolution steps. When executed electronically in the United States, the agreement may be signed under the ESIGN Act and applicable state UETA or ESRA rules if intent, consent, attribution, and retention are demonstrable.

Why a Clear Outsourced Project Management Contract Matters

A well-drafted Project Management Outsource CO Agreement allocates responsibility, defines measurable outcomes, limits exposure, and clarifies payment and acceptance terms. Clear terms reduce disputes, enable performance monitoring, and support enforceability under ESIGN and state electronic signature laws.

Why a Clear Outsourced Project Management Contract Matters

Who typically prepares or signs this agreement

Typical users include project owners, outsourced PM firms, procurement teams, legal counsel, and subcontractors involved in delivery and oversight.

  • Project owners who need to define scope, timelines, fees, and acceptance criteria.
  • Outsourced project management companies establishing responsibilities, SLAs, subcontracting, and IP assignment terms.
  • Legal and procurement teams reviewing contract risk allocation, insurance clauses, and termination rights.

Consistent templates save negotiation time, reduce approval cycles, and help align contract elements with corporate procurement and compliance policies.

Primary signatory roles and responsibilities

Owner (CIO)

The owner typically authorizes the engagement, defines strategic objectives, approves budgets, and accepts major deliverables. This individual ensures the outsourced provider aligns with organizational priorities and reviews performance metrics and change requests during project governance meetings.

Service Provider (PMO Director)

The PMO Director or equivalent signs on behalf of the company, commits resources, documents staffing and subcontractor arrangements, and provides warranty and liability disclaimers as negotiated in the agreement.

Essential information to include in the agreement

Party Names: Full legal entity names
Scope Description: Detailed services and deliverables
Payment Terms: Fees, milestones, invoicing schedule
Term & Termination: Start, end, renewal, termination triggers
IP & Ownership: Background, work-for-hire, license rights
Confidentiality: Nondisclosure, data handling, breach notice

Penalties and common legal risks if the agreement is incorrect

Breach Liability: Exposure to damages and indemnities
Scope Gaps: Unpaid work, disputes over deliverables
IP Loss: Unclear ownership risks copyright claims
Regulatory Noncompliance: HIPAA/FERPA exposure if healthcare data included
Tax Withholding: Misclassification risk for contractors
Late Filing Penalties: Contract disputes increase litigation costs

Common preparation mistakes to avoid

  • Vague scope statements that omit deliverable formats, acceptance criteria, or specific milestones leading to scope creep and payment disputes.
  • Missing change control procedures that force informal amendments, increase costs, and complicate project governance and audit trails.
  • No defined service levels or remedies for missed deadlines, which limits ability to enforce performance or recover liquidated damages.
  • Failing to assign IP or use ambiguous license language causing ownership disputes over deliverables and derivative work.

Step-by-step: prepare, finalize, and execute the agreement

Follow these steps to complete and execute the Project Management Outsource CO Agreement correctly online or on paper.

  • 01
    Draft Scope: Define tasks, deliverables, milestones, and acceptance tests.
  • 02
    Agree Fees: Specify fees, invoice schedule, and payment methods.
  • 03
    Assign IP: Clarify ownership, licenses, and third-party components.
  • 04
    Sign & Retain: Execute signatures, record audit trail, and store copies.

Key contract elements to include for clarity and enforceability

Key provisions to include in a professional Project Management Outsource CO Agreement are listed below to ensure clarity, enforceability, and operational control for both parties.

Scope

Describe specific project phases, deliverables with measurable acceptance criteria, milestone dates, required resources, and any client responsibilities. Clear scope reduces disputes over change requests and provides objective grounds for invoicing and acceptance.

Payment

State fixed fees, time-and-material rates, milestone-based payments, invoicing intervals, late payment interest, expense reimbursement, and conditions for withholding payment pending acceptance or cure of defects.

SLAs

Define service level metrics, target response and resolution times, measurement methods, reporting frequency, performance credits or remedies, and procedures for remedial plans if targets are missed.

IP Rights

Assign ownership of deliverables or grant exclusive/perpetual licenses; address pre-existing materials, third-party components, and open-source obligations so both parties know rights and distribution limits.

Confidentiality

Include mutual nondisclosure obligations, permitted disclosures, data handling standards, security measures, breach notification timelines, and return or destruction procedures for confidential materials at termination.

Termination

Specify termination for convenience and for cause, notice periods, obligations on termination including transition assistance, final accounting, survival clauses, and any liquidated damages or termination fees.

Configuring the online signing and approval workflow

Configure the digital workflow to match approval order, required fields, authentication strength, and retention policies before sending for signatures.

Field Configuration
Signing Order Sequential or parallel as needed
Authentication Method Email, SMS, or KBA
Reminders & Expiry Auto-reminders, link expiry
Retention Settings Export signed PDF, keep audit trail

Where to send and how documents move through your organization

Routing and submission typically follow procurement, legal review, signing, and archiving steps to ensure governance and traceability, whether executed electronically or on paper.

  • Procurement Review: Procurement verifies scope, pricing, and compliance before approving.
  • Legal Review: Legal assesses liability, IP, indemnities, and regulatory clauses.
  • Execution: Authorized signatories execute; e-signatures capture audit trail.
  • Storage: Store final signed copy in contract repository with version control.

Technical considerations for electronic execution and distribution

Choose an eSignature platform that supports your file formats, audit trails, and authentication required by the contract and industry regulations.

  • File Formats: PDF, DOCX, HTML, Excel supported
  • Integrations: CRM, ERP, cloud storage, project software
  • Auth Options: Email, SMS, KBA, SSO available

Key deadlines and contract timing you should define

Specify date-driven obligations and notice periods clearly to avoid missed expectations and payment disputes.

Milestone Deadlines:

List dates for each deliverable and acceptance period.

Invoice Due Dates:

Due within agreed terms, commonly NET30.

Acceptance Period:

Specify review period (e.g., 10 business days).

Warranty Period:

Define warranty duration starting from acceptance.

Renewal Notice:

Provide notice period for automatic renewals, e.g., 30 days.

Project milestones from contract to closeout

Key contract milestones create a predictable delivery cadence from negotiation through execution, project kickoff, ongoing performance reviews, and final closeout activities.

01

Negotiation Complete

Finalize terms, scope, fees, and insurance before signing.

02

Contract Execution

All authorized signatures obtained and audit trail recorded.

03

Project Kickoff

Provider mobilizes resources and begins work per initial milestones.

04

Closeout & Handover

Deliverables accepted, final payments processed, and transition documents delivered.

How this agreement differs from related contract types

Compare the Project Management Outsource CO Agreement to related contract types to choose the correct template for your engagement.

Criteria PM Outsource MSA
Primary focus pm oversight broad services
Typical Annexes schedules, slas sows, pricing
Termination terms project-based master-level
When to use single project ongoing services

eSignature vendor comparison for executing this agreement

Comparing eSignature providers on price, trial availability, bulk send, audit trail, and HIPAA support can inform tool selection for executing project management outsourcing agreements.

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 Yes, limited Yes, limited
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

Practical examples from organizations using e-signature for outsourcing

Real-world examples show how organizations streamline outsourced project management contracting while retaining necessary audit evidence and compliance controls.

Optica Ventures — COO

Optica Ventures replaced paper signoffs for outsourced project management contracts to reduce manual handling and speed execution.

  • Simplified customer signing experience and approval workflows.
  • Brian Fitzgibbons: 'The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.' The team reported fewer coordination delays and faster document return cycles.

Tech Data — CEO

Tech Data integrated e-signature into procurement and vendor contracting workflows for outsourced project management services to streamline approvals.

  • Improved internal and external customer service.
  • Bob Dutkowsky said: 'Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue.' The change reduced turnaround times in pilot projects.

Practical tips to speed review and reduce disputes

Follow these best practices to reduce negotiation friction, ensure compliance, and accelerate payment and acceptance during onboarding.

Use clear acceptance criteria
Set measurable acceptance criteria, deliverable formats, and test cases. Attach templates and sample deliverables to exhibits to avoid subjective acceptance disputes and to provide objective grounds for final payment certification.
Define change control and approval
Require written change requests with impact analysis, cost estimates, approvals, and a signature trail. Define who can authorize changes and include timelines and escalation procedures to prevent unapproved scope expansion.
Document resource assignments and backups
Specify named personnel, backup resources, and subcontractor approvals. Require resumes or capability statements for key roles and include replacement lead times and transition responsibilities in the contract.
Keep versioned contract repository
Maintain a single source of truth for executed agreements, store signed PDFs with audit trails, and enforce retention schedules. Use access controls and periodic reviews to prevent unauthorized edits or accidental deletions.

Authentication and notarization steps when required

When notarization or witnesses are required, follow this sequential authentication flow to validate identity, capture attestations, and archive evidentiary records.

01

Prepare Document

Insert signature and notarization fields.

02

Identity Proofing

Collect ID and perform KBA or credential check.

03

Witness Attestation

Witness signs and dates in presence or via state rules.

04

Notary Acknowledgement

Notary completes acknowledgment or jurat per state law.

05

Audio-Video Record

Record RON session if remote notarization required.

06

Notary Journal Entry

Notary logs session details per state rules.

07

Attach Certificate

Include notarization certificate with the signed PDF.

08

Archive Evidence

Store recordings and notary logs for retention period.

Frequently asked questions about execution and enforceability

Answers to common questions about validity, signatures, and practical issues when preparing and signing the Project Management Outsource CO Agreement.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.