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Project Management Sub Agreement

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Project Management Sub Agreement

This Project Management Sub Agreement ("Agreement") is entered into effective as of by and between Client Name: and Service Provider Name: . Project ID: .

Project Identification

Project Manager Contact (phone): Email:

Scope of Work

The Service Provider shall perform the project management services described below in accordance with the terms and conditions of this Agreement. The Service Provider shall manage schedule, resources, communications, risk, issue tracking, and quality assurance applicable to the Project.

Deliverables and Acceptance

The Service Provider shall deliver the items listed below. Each deliverable shall include acceptance criteria. Acceptance by the Client shall be based on the criteria set forth and shall not be unreasonably withheld.

Timeline & Milestones

Project Start Date: Project End Date:

Budget & Payment

Retainage Percentage: Late Payment Interest Rate (annual):

Change Orders

Any change to the Scope of Work, schedule or compensation shall be made only by a written change order signed by authorized representatives of both parties. The change order shall specify the change, the impact on schedule, the adjusted compensation, and any other terms. Unless otherwise agreed, time and materials changes will be billed at the following rates:

Confidentiality

Each party shall maintain in confidence all proprietary or confidential information disclosed by the other party and shall not disclose such information to third parties without prior written consent, except as required by law. Confidential information shall not include information that is publicly known or rightfully received from a third party without confidentiality obligations. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

Intellectual Property

Unless otherwise expressly agreed in writing, all deliverables specifically created by the Service Provider for the Project will be deemed "works made for hire" and ownership shall vest in the Client upon full payment. Service Provider shall retain ownership of its pre-existing tools, templates and methodologies and grants the Client a nonexclusive, perpetual license to use such materials to the extent incorporated into deliverables.

Insurance, Indemnity & Liability

Service Provider shall maintain insurance customary for the scope of services, including commercial general liability and professional liability coverage. Service Provider shall indemnify and hold harmless the Client from third-party claims arising from Service Provider's negligence or willful misconduct. Liability of either party shall be limited to direct damages and shall exclude consequential, incidental, and punitive damages to the fullest extent permitted by law.

Termination

Either party may terminate this Agreement for cause upon written notice and a thirty (30) day opportunity to cure material breaches. Client may terminate for convenience upon thirty (30) days' written notice; in such event Service Provider shall be paid for work performed to the effective date of termination and reasonable, non-cancellable commitments.

Compliance & Subcontracting

Service Provider shall comply with all applicable laws, codes and regulations in the performance of services. Service Provider may not subcontract material portions of the work without the prior written consent of the Client. Service Provider remains responsible for the acts and omissions of any approved subcontractors.

Permission to subcontract: I agree that the Service Provider may subcontract with prior notice and approval.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals and agreements. Any amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall continue in effect.

Acceptance Procedure

The Client shall have a period of days from delivery to conduct acceptance testing and provide written acceptance or rejection with reasons. If no notice of rejection is provided within the acceptance period, the deliverable will be deemed accepted.

Client Name:

By:

Date:

Service Provider Name:

By:

Date:

Enter text✕

What a Project Management Sub Agreement covers

A Project Management Sub Agreement is a written contract that defines the relationship between a primary contractor or client and a subcontracted project manager or management firm. It sets scope of work, deliverables, schedule, payment terms, change‑order procedures, insurance and indemnity, and dispute resolution. The agreement clarifies roles, assigns responsibilities for subcontracted tasks, and records acceptance criteria to reduce misunderstandings during execution. It can be executed in paper or electronically; when e-signed it must satisfy ESIGN and applicable state UETA/ESRA requirements to be enforceable.

Why this agreement matters to project outcomes

A clear Project Management Sub Agreement reduces scope creep, improves accountability, and protects parties by documenting deliverables, milestones, payment triggers, and change processes. It creates a contractual basis for quality control and dispute resolution while aligning expectations across stakeholders.

Why this agreement matters to project outcomes

Who typically prepares and signs this agreement

The Project Management Sub Agreement is used by organizations that outsource project leadership or hire external project managers for defined scopes.

  • Clients and owners who retain external project managers for program oversight and coordination.
  • Prime contractors who delegate part of their delivery to a subcontracted project management firm.
  • Project management firms and independent PMs providing resourcing, oversight, or technical management services.

Use this agreement when engaging a third-party project management provider, transferring specific project responsibilities, or formalizing interim management roles.

Primary signer roles

Client Project Manager

A client-side project manager or procurement lead will review scope, acceptance criteria, and payment milestones. They sign to accept deliverables and are responsible for issuing change orders when scope or schedule adjustments are needed.

Subcontractor Project Manager

The subcontracted project manager or firm signs to acknowledge responsibilities, staffing commitments, insurance coverage, and reporting cadence. They must maintain records and deliverables to support invoicing and dispute resolution.

Real-world examples of use

Two concise case examples illustrate how organizations use Project Management Sub Agreements to standardize delivery and capture responsibilities.

Optica Ventures — COO

Optica standardized their subcontractor PM terms to reduce execution gaps across portfolios.

  • They required monthly progress reports and milestone-based payments.
  • As a result, the firm improved handoffs and kept invoicing aligned to accepted deliverables, reducing payment disputes and clarifying escalation paths for schedule variance.

Martin Properties — Founder

A property development firm moved to formal sub agreements for on-site PMs.

  • The agreement tied payments to certificate-of-completion milestones.
  • This allowed remote execution with documented acceptance criteria, streamlining closings while maintaining required compliance and security controls.

Core elements to include in a professional sub agreement

A complete Project Management Sub Agreement combines operational, financial, and legal terms so both parties understand obligations and remedies.

Scope of Work

Detailed description of tasks, deliverables, and acceptance criteria to limit ambiguity and provide a basis for testing and approval.

Schedule & Milestones

Explicit timeline, milestone definitions, and delay provisions so that time-based obligations and liquidated damages (if any) are clear.

Payment Terms

Payment schedule, invoicing requirements, retainage, and conditions for withholding, including documentation required for payment release.

Change Orders

Procedure for requesting, pricing, approving, and documenting changes to work scope, along with impact on timeline and cost.

Insurance & Indemnity

Required insurance types and limits, indemnification obligations, and procedures for claims handling and risk allocation.

Termination & Disputes

Termination rights, notice requirements, cure periods, and chosen dispute resolution method such as mediation or arbitration.

Step-by-step: completing and executing the agreement

Follow these sequential steps to prepare, review, and finalize a Project Management Sub Agreement efficiently.

  • 01
    Draft terms: Populate scope, schedule, payment, and insurance details before sharing for review.
  • 02
    Review internally: Legal and finance should verify acceptance criteria, indemnities, and payment triggers.
  • 03
    Send to signer: Circulate the agreement to authorized signatories with required exhibits attached.
  • 04
    Execute and retain: Obtain signatures, save a signed copy, and confirm distribution to all stakeholders.

Typical digital workflow settings

Configure the signing workflow to enforce order, authentication, and document retention in a digital environment.

Field Configuration
Signing order Sequential signing to ensure approvals occur in the correct sequence.
Required fields Make signature, date, and authorized signatory fields mandatory before completion.
Authentication level Select email link, SMS code, or advanced verification for signer identity.
Audit trail retention Enable a tamper-evident audit trail with timestamps and IP addresses.

Digital signing and system integration needs

Confirm the eSignature platform supports required authentication, audit trails, and file formats before sending the agreement.

  • Authentication options: Email, SMS, or KBA supported
  • File formats: PDF, DOCX supported
  • Integrations: Connects to CRM and storage

Typical online signing sequence

Online execution follows a predictable flow from upload to signed archive; configure each stage to reduce friction.

  • Upload document: Sender uploads final draft to the signing platform.
  • Place fields: Add signature, initials, date, and conditional fields as needed.
  • Authenticate signer: Choose authentication method based on risk and legal needs.
  • Finalize and store: Complete signing, generate audit trail, and save signed copy.

Document export, storage, and version control

After execution, preserve signed documents in secure formats with accessible audit records for compliance and audits.

Export formats

Export the signed agreement as a PDF/A or standard PDF with embedded audit trail to ensure long-term readability and tamper evidence.

Versioning

Keep signed and pre-signed versions in a version-controlled repository so you can trace changes and maintain reproducibility during audits.

Access controls

Restrict access to the signed agreement by role-based permissions to protect confidentiality and comply with internal policies.

Backup and redundancy

Store signed copies in a secure, redundant system to meet retention requirements and minimize risk of loss.

Practical tips for accurate and efficient completion

Implement these practices to reduce revisions, speed approvals, and minimize contractual disputes.

Verify signatory authority before sending
Confirm the person signing has documented authority; request corporate resolution or authorization when needed to avoid later invalidation.
Attach clear exhibits and acceptance tests
Include technical annexes, milestone checklists, and acceptance procedures as exhibits to prevent interpretive disputes over deliverable completion.
Use milestone-based invoicing
Link payments to discrete, verifiable milestones with required backup documentation to reduce payment disputes and improve cash flow predictability.
Log change orders consistently
Record every scope change with signed change orders and updated schedules to maintain a single source of truth and control claims.

Common mistakes to avoid when preparing this agreement

  • Leaving scope descriptions vague, which leads to frequent disputes over what work is covered and increases change order volume.
  • Failing to tie payments to measurable milestones, creating ambiguity in invoicing and grounds for payment withholding or disputes.
  • Using inconsistent names for parties or legal entities, which can invalidate signatures or require corrective amendments and delay payments.
  • Omitting insurance limits or indemnity details, exposing one or both parties to unexpected liability and coverage disputes.

Essential contractual and security data to collect

Party legal name: Exact registered name
Contact information: Address and authorized contact
Scope reference: Exhibit or attachment number
Payment terms: Amounts and net days
Insurance details: Carrier and policy limits
Signatory authority: Name and title

Key legal and commercial risks

Payment delay: Cash flow impact
Scope disputes: Change order litigation
Breach claims: Contract damages
Insurance gaps: Uncovered exposures
Invalid signature: Enforceability risk
Regulatory noncompliance: Fines or sanctions

Important timing and notice requirements

Track contractual and statutory deadlines carefully; missing a notice or deadline can change remedies and enforceability.

Effective date and term:

Defines when obligations begin and when the agreement expires or renews.

Invoice submission windows:

State required submission times for milestone invoices and supporting documentation.

Change order notice periods:

Time allowed to review and accept cost or schedule changes after request.

Cure and termination periods:

Notice and cure periods before termination rights are exercised.

Record retention obligations:

Timeframes for maintaining project records after completion.

Key project milestones and approval stages

Plan milestone approvals as numbered stages so payments and acceptance are triggered predictably at each point.

01

Stage 1 — Mobilization

Onboarding, staffing, and initial project plan submission for approval.

02

Stage 2 — Design and Baseline

Deliver baseline schedule and scope documents for formal acceptance.

03

Stage 3 — Execution and Reporting

Regular status reports and progress milestones with metrics and variance explanations.

04

Stage 4 — Closeout and Handover

Final deliverable acceptance, punchlist completion, and final invoice processing.

eSignature vendor comparison for signing sub agreements

Compare core pricing and compliance features for common eSignature providers; signNow is listed first per platform data.

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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

Frequently asked questions about execution and validity

Answers to common questions about e-signing, enforcement, authentication, and record retention for Project Management Sub Agreements.


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