Establishing secure connection…Loading editor…Preparing document…

Project Management Software Agreement

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

PROJECT MANAGEMENT SOFTWARE AGREEMENT

This Project Management Software Agreement ("Agreement") is entered into as of by and between:

Client Name:    Service Provider Name:

Project Identification

Scope of Work

The Service Provider shall perform project management software services as described below. Services include design, configuration, testing, deployment, training, and knowledge-transfer required to deliver the agreed deliverables.

Deliverables and Acceptance Criteria

Service Provider shall deliver the following items. Each deliverable shall include acceptance criteria and an acceptance period during which Client may reject non-conforming work.

Timeline and Milestones

Project commencement and completion dates, and milestone schedule:

Budget, Fees and Payment

The Client shall pay the Service Provider in accordance with the payment schedule and terms below. All fees are exclusive of taxes unless otherwise stated.

Subscription (recurring)   Perpetual license   Time & materials   Fixed price

Software Licensing, Hosting and Maintenance

License grant, hosting responsibilities, maintenance and support obligations are set forth below.

Data Security, Privacy and Compliance

Confidentiality

Each party shall maintain the confidentiality of the other's Confidential Information and shall not disclose or use such information except as required to perform obligations under this Agreement. Confidential Information does not include information that is public through no breach by the receiving party, lawfully obtained from a third party, or independently developed.

Intellectual Property

Unless otherwise agreed in writing, Client shall retain ownership of its pre-existing data and materials. Service Provider retains ownership of pre-existing software, tools, and methodologies. Custom code and deliverables specifically developed for Client may be assigned or licensed as set out below.

Warranties, Disclaimer and Limitation of Liability

Service Provider warrants that services will be performed in a professional manner consistent with industry standards for projects of similar scope. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR 12 MONTHS.

Termination

This Agreement may be terminated by either party for material breach after thirty (30) days' written notice and failure to cure. Upon termination, Client shall pay for all work performed and non-cancelable commitments incurred through the effective date of termination.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state specified below without regard to its conflict of law principles. Parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes shall be resolved as indicated.

Dispute Resolution Preference: Arbitration   Court litigation

Miscellaneous

Entire Agreement: This Agreement, including any schedules and statements of work, constitutes the entire agreement and supersedes prior agreements. Amendments must be in writing signed by authorized representatives. Severability: If any provision is held invalid, the remainder shall remain in effect.

Client:

By:

Date:

Service Provider:

By:

Date:

Enter text

What the Project Management Software Agreement Is and Covers

A Project Management Software Agreement is a written contract that sets the terms for licensing, implementing, customizing, and supporting project management software between a vendor and a client. It defines the licensed functionality, user counts, hosting or deployment model (cloud or on-premises), data ownership and access, integrations, service levels, implementation milestones, payment terms, intellectual property assignments, confidentiality obligations, and dispute resolution. The agreement also clarifies responsibilities for training, maintenance, updates, support response times, and any professional services or customization work tied to project deliverables.

Why a Formal Agreement Matters for Project Management Software

A clear agreement reduces ambiguity about deliverables, timelines, responsibilities, and payment, minimizing disputes and scope creep. It protects both parties by specifying acceptance criteria, change-order procedures, and liability limits in case of software defects or delivery delays.

Why a Formal Agreement Matters for Project Management Software

Who Typically Completes This Agreement and Why

Project managers, procurement teams, IT leaders, and legal counsel coordinate to produce and review the agreement before signing.

  • Project management offices and program managers procuring software for cross-functional teams.
  • IT and security teams assessing integrations, data handling, and compliance requirements.
  • Legal and procurement departments negotiating terms, warranties, and indemnities.

Final approval and signature usually rest with authorized procurement officers, executives, or officers with delegated contracting authority.

Roles That Sign or Approve the Agreement

Vendor Signatory

Chief operating officer or authorized sales executive who can bind the vendor on licensing, warranties, and service-level commitments. Their signature confirms vendor obligations for delivery, support, and remediation.

Client Signatory

Procurement director, CFO, or authorized contracting officer who can commit the client to payment terms, acceptance criteria, and operational responsibilities such as providing access, test data, and key staff for implementation.

Core Sections to Include in a Professional Agreement

A robust agreement covers technical, commercial, and legal dimensions to make expectations explicit and enforceable.

Scope of License

Define permitted users, modules, sublicensing, geographic limits, and whether the license is perpetual, term-based, or subscription.

Deliverables & Milestones

List implementation phases, acceptance testing procedures, milestone sign-offs, and criteria for completion and remediation.

Payment Terms

Specify fees, invoicing cadence, late payment remedies, refund conditions, and any milestone-based payment schedule.

Data & Security

Describe data ownership, retention, access rights, backup procedures, encryption, and breach notification obligations.

Support & Maintenance

State service-level targets, response times, update cadence, and escalation paths for production incidents.

Liability & IP

Clarify indemnities, warranty scope and disclaimers, limitation of liability caps, and intellectual property ownership or assignment.

Step-by-Step: How to Complete the Agreement

Follow this sequence to draft, review, and finalize the Project Management Software Agreement efficiently.

  • 01
    Draft Core Terms: Define license, scope, milestones, and fees.
  • 02
    Review Internally: Circulate to IT, security, legal, and finance teams.
  • 03
    Negotiate Changes: Track redlines and confirm concessions.
  • 04
    Execute: Obtain authorized signatures and retain copies.

How to Configure an Online Signing Workflow

Set up a digital signing workflow to capture approvals, preserve audit trails, and route documents automatically.

Field Configuration
Signer Order Sequential or parallel routing based on approval hierarchy.
Authentication Use email verification, SMS code, or stronger KBA as needed.
Conditional Fields Show or hide fields based on prior answers.
Notifications Set automatic reminders and completion alerts.

Typical Online Execution Flow for the Agreement

The signing process follows a standard sequence that preserves intent and creates an auditable record.

  • Upload Document: Add the agreement file to the signing platform.
  • Add Fields: Place signature, initials, date, and text fields.
  • Assign Signers: Enter signer emails and set signing order.
  • Send for Signature: Platform delivers links and captures each signing event.

Digital Signing and Technical Requirements

Confirm platform capabilities and integrations before sending the agreement for e-signature.

  • Document Formats: Support for PDF, DOCX, and HTML
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • Authentication: Email link, SMS code, or advanced options

Security, Compliance, and Audit Capabilities to Verify

In-Transit Encryption: TLS 1.2/1.3
At-Rest Encryption: AES-256
Audit Trails: Comprehensive timestamps and IP logging
Certifications: SOC 2 Type II and ISO 27001
Regulatory Compliance: ESIGN, UETA, and HIPAA (BAA)
FDA / 21 CFR: 21 CFR Part 11 support available

eSignature Vendor Comparison for Executing This Agreement

Compare entry price, trial availability, bulk send, audit trail, HIPAA support, and envelope limits when choosing an eSignature provider for contract execution.

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 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

Examples: How Organizations Use a Project Management Software Agreement

Real-world examples show how teams structure agreements to control scope, risk, and implementation timelines.

Martin Properties

Martin Properties needed mobile signing and compliance for property management contracts

  • The vendor defined milestone-based rollout
  • The agreement enabled remote execution on mobile devices, preserved audit trails for audits, and reduced onsite signings while ensuring compliance with local real estate disclosure rules.

Xerox

Xerox integrated contracting with NetSuite for order-to-cash automation

  • Implementation required role-based approvals
  • The agreement specified integration deliverables, data mapping responsibilities, and acceptance testing to align sales, finance, and IT teams for a successful go-live.

Practical Tips for Accurate, Efficient Agreement Completion

Adopt these practices to reduce negotiation time and improve enforceability while aligning technical and commercial stakeholders.

Define Scope Precisely
Draft an explicit list of included modules, excluded services, and measurable acceptance criteria so both parties agree on deliverables and testing procedures.
Use Standard Templates
Start from a vetted template to speed review cycles; highlight any non-standard clauses so stakeholders can focus on exceptions.
Align Teams Early
Involve legal, IT, security, finance, and project leads during negotiation to surface integration, data, and payment issues before execution.
Preserve Audit Evidence
Capture signed PDFs and platform audit trails with timestamps, IP addresses, and signer authentication records for future compliance needs.

Typical Contract Dates and Deadlines to Track

Track key dates to avoid missed milestones, late payments, or lost claims arising from statutory limits.

Effective Date:

Date obligations begin and warranties commence

Milestone Deadlines:

Dates for delivery, testing, and deployment

Payment Due Dates:

Invoice payment windows and late fee triggers

Warranty Period:

Duration for defect remediation and support

Termination Notice:

Required advance notice to end the agreement

Common Risks and Consequences of an Improper Agreement

Enforceability Risk: Ambiguous terms may lead to disputes or unenforceable obligations
Scope Creep: Undefined change-order procedures can increase cost and delay delivery
Data Exposure: Weak security clauses may create liability for breaches
Payment Disputes: Unclear invoicing terms can delay vendor compensation
Compliance Violations: Failure to address HIPAA or industry rules can produce regulatory penalties
Termination Costs: Improper termination clauses can increase exit or transition expenses

Frequent Mistakes to Avoid When Preparing This Agreement

  • Using vague acceptance criteria that leave testing and sign-off undefined and stall payments or project closeout.
  • Failing to specify data ownership and export rights, which complicates migration at contract end or vendor change.
  • Omitting security or compliance obligations for regulated industries, increasing exposure to regulatory fines or audits.
  • Neglecting to document who owns custom code or deliverables created during the engagement, causing IP disputes later.

Frequently Asked Questions About Executing This Agreement

Common questions focus on e-signature validity, signatory authority, and how to amend or revoke executed agreements.


Need help? Contact support

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