[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-management-and-administrative-services-agreement-D164":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":19},"MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT This Management and Administrative Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME] wishes to retain the services of [COMPANY NAME] (the \"Service Provider\") to provide certain management and administrative services to [YOUR COMPANY NAME]; WHEREAS the Service Provider has the requisite expertise, ability and capacity to provide management and administration services to [YOUR COMPANY NAME] and wishes to provide same; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SERVICES 1.1 The Service Provider shall provide to [YOUR COMPANY NAME] the management and administration services set out in Article 1 hereto, as may be amended from time to time: [DESCRIBE] 2. FEES 2.1 In consideration for the Service Provider providing the management and administration services to [YOUR COMPANY NAME] hereunder, [YOUR COMPANY NAME] hereby agrees to pay to the Service Provider a fee in accordance with the terms and conditions set out in Article 1. 3. TERM The term of this agreement shall commence on [DATE] and shall terminate on [DATE], unless otherwise agreed in writing by the parties hereto. 4. ACCOUNTING 4.1 The Service Provider shall keep and maintain at a location designated from time to time by [YOUR COMPANY NAME] fully detailed and proper records regarding all financial transactions involved in the management of [YOUR COMPANY NAME]'s business and shall forward to [YOUR COMPANY NAME] on or before the [NUMBER] day of each month, a statement of receipts and disbursements in a form designated by [YOUR COMPANY NAME]. All such records shall be made available to [YOUR COMPANY NAME] and its representatives at reasonable times whenever requested. 5. CORPORATE INFORMATION 5.1 [YOUR COMPANY NAME] shall furnish to the Service Provider from time to time as required all information and all written authorizations or other documents necessary for the Service Provider to perform its duties hereunder. 6. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[94],{"label":17,"url":95},"consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":99,"descriptionCustom":6,"label":100,"pages":87,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":111},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":106,"description":6},"service agreement",[108,110],{"label":30,"url":109},"business-legal-agreements",{"label":30,"url":109},"/template/service-agreement-D12711",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":101,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":126,"url":127},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":120,"description":6},"consulting agreement long",[122,123],{"label":30,"url":109},{"label":124,"url":125},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":129,"descriptionCustom":6,"label":130,"pages":115,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":144,"url":145},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[137,140,143],{"label":138,"url":139},"Human Resources","human-resources",{"label":141,"url":142},"Hire an Employee","hire-employee",{"label":30,"url":109},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":147,"descriptionCustom":6,"label":148,"pages":8,"size":101,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":153,"description":6},"non disclosure agreement nda",[155,156],{"label":30,"url":109},{"label":157,"url":158},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":172,"url":173},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[170,171],{"label":30,"url":109},{"label":30,"url":109},"general non compete agreement","/template/general-non-compete-agreement-D882",false,{"seo":176,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":249,"clauses":286,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":502,"classification":503},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Management & Administrative Services Agreement Template (Free Word)","Free management and administrative services agreement template. Covers scope of services, fees, term, liability, and termination. Used in 190+ countries. Free Word and PDF download.","management and administrative services agreement",[181,182,183,184,185,186],"management agreement template word","intercompany services agreement","management services contract","shared services agreement template","management and administrative services agreement free download","MSA agreement template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"advanced",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Management and Administrative Services Agreement is a legally binding contract in which one entity agrees to provide management, oversight, and back-office administrative services to another entity in exchange for a defined fee. This free Word download gives you a fully structured template covering scope of services, fee structures, reporting obligations, confidentiality, liability limits, and termination — ready to edit online and export as PDF.\n","Use it when a parent company provides centralized services — HR, finance, IT, legal, or executive leadership — to a subsidiary or affiliate, or when any third-party management firm is engaged to run operations on behalf of another business. It is also used between portfolio companies under common private equity or holding-company ownership to formalize intercompany arrangements that must withstand tax and regulatory scrutiny.\n","Scope of services with a detailed schedule, fee and invoicing terms, reporting and performance standards, confidentiality obligations, IP ownership, limitation of liability, indemnification, term and termination rights, and governing law. A service schedule appendix allows each service category to be defined with precision without cluttering the main agreement.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Private equity and holding company executives","Formalizing management fees charged from a parent entity to portfolio companies","persona-private-equity-executive",{"title":204,"use_case":205,"icon_asset_id":206},"Corporate counsel and in-house legal teams","Documenting intercompany service arrangements that satisfy transfer-pricing requirements","persona-corporate-counsel",{"title":208,"use_case":209,"icon_asset_id":210},"Small business owners with multiple entities","Centralizing back-office functions across two or more commonly owned companies","persona-small-business-owner",{"title":212,"use_case":213,"icon_asset_id":214},"Professional management firms","Engaging with clients to provide outsourced executive or operational management","persona-operations-director",{"title":216,"use_case":217,"icon_asset_id":218},"Real estate operators and property managers","Contracting to manage properties or asset portfolios on behalf of ownership entities","persona-real-estate-manager",{"title":220,"use_case":221,"icon_asset_id":222},"Nonprofit boards and associations","Engaging an external management company to run day-to-day association operations","persona-nonprofit-exec",[224,227,231,234,238,241,245],{"situation":225,"recommended_template":7,"slug":226},"Parent company charging a management fee to a wholly owned subsidiary","management-and-administrative-services-agreement-D164",{"situation":228,"recommended_template":229,"slug":230},"Engaging a third-party firm for full outsourced executive management","Management Services Agreement (External)","management-services-agreement-D551",{"situation":232,"recommended_template":86,"slug":233},"Engaging a contractor for a defined project scope rather than ongoing services","independent-contractor-agreement-D160",{"situation":235,"recommended_template":236,"slug":237},"Hiring a C-suite executive as an employee rather than outsourcing management","Executive Employment Agreement","employment-agreement-executive-D543",{"situation":239,"recommended_template":100,"slug":240},"Outsourcing a single function such as IT or HR to a third-party vendor","service-agreement-D12711",{"situation":242,"recommended_template":243,"slug":244},"Property management services for a real estate entity","Property Management Agreement","property-management-agreement-D1196",{"situation":246,"recommended_template":247,"slug":248},"Documenting shared services between two affiliated but non-parent entities","Shared Services Agreement","shared-equity-agreement-D12875",[250,253,256,259,262,265,268,271,274,277,280,283],{"term":251,"definition":252},"Management Services Agreement (MSA)","A contract under which one party provides ongoing management, strategic, or administrative support to another party in exchange for a defined fee.",{"term":254,"definition":255},"Management Fee","The periodic compensation paid by the recipient entity to the service provider for management and administrative services, expressed as a fixed amount, percentage of revenue, or cost-plus arrangement.",{"term":257,"definition":258},"Intercompany Agreement","A contract between two entities under common ownership or control that formalizes the terms of services, financing, or resource sharing between them.",{"term":260,"definition":261},"Transfer Pricing","The process of setting prices for goods, services, or intellectual property transferred between related entities, subject to tax authority review to ensure arm's-length fair market value.",{"term":263,"definition":264},"Scope of Services","A defined list of the management and administrative tasks the service provider is obligated to perform, typically attached as a schedule to the main agreement.",{"term":266,"definition":267},"Service Level Agreement (SLA)","A set of measurable performance standards — response times, accuracy rates, or deliverable deadlines — that the service provider must meet under the agreement.",{"term":269,"definition":270},"Indemnification","A contractual obligation by one party to compensate the other for specified losses, damages, or liabilities arising from defined events or breaches.",{"term":272,"definition":273},"Limitation of Liability","A clause capping the maximum financial exposure of the service provider to a stated amount — often one year of fees paid — regardless of the nature of the claim.",{"term":275,"definition":276},"Arm's-Length Transaction","A transaction conducted between unrelated parties on commercially reasonable terms, used as the benchmark for intercompany arrangements reviewed by tax authorities.",{"term":278,"definition":279},"Cost-Plus Pricing","A fee structure where the service provider charges the actual cost of providing services plus a defined markup percentage, commonly used in intercompany arrangements to satisfy transfer-pricing standards.",{"term":281,"definition":282},"Termination for Convenience","A contractual right allowing either party to end the agreement without cause by providing a specified advance notice period — commonly 30, 60, or 90 days.",{"term":284,"definition":285},"Reimbursable Expenses","Out-of-pocket costs incurred by the service provider in delivering services — travel, software subscriptions, third-party fees — that the recipient entity agrees to repay on a pass-through basis.",[287,292,296,301,306,311,316,321,326,331],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties and Recitals","Identifies the service provider and the recipient entity by full legal name and entity type, and briefly states the commercial purpose of the arrangement.","This Management and Administrative Services Agreement ('Agreement') is entered into as of [DATE] by and between [SERVICE PROVIDER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Manager'), and [RECIPIENT ENTITY LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Company').","Using a trade name or informal abbreviation instead of the full registered legal entity name. Enforcement actions and regulatory reviews require precise legal entity identification — mismatches create standing issues.",{"name":263,"plain_english":293,"sample_language":294,"common_mistake":295},"Defines the specific management and administrative services the Manager will provide, typically by reference to a detailed Schedule A attached to the agreement.","Manager shall provide to Company the management and administrative services set forth in Schedule A attached hereto ('Services'), which may be amended from time to time by written agreement of the parties.","Listing services only in broad categories within the main body rather than in a detailed schedule. Vague scope language leads to fee disputes and makes it impossible to demonstrate arm's-length terms to tax authorities.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Management Fee and Payment Terms","States how much the Manager is paid, how the fee is calculated, when invoices are issued, and when payment is due.","In consideration for the Services, Company shall pay Manager a monthly management fee of $[AMOUNT] (or [X]% of Company's gross revenues, whichever is greater), due within [30] days of receipt of invoice. Late payments accrue interest at [1.5]% per month.","Failing to document how the fee was determined or benchmarked. Tax authorities reviewing related-party fees expect evidence of fair market value — an undocumented fee formula invites transfer-pricing adjustments and penalties.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Reimbursement of Expenses","Covers which out-of-pocket expenses the Company agrees to reimburse and what documentation the Manager must provide to claim them.","Company shall reimburse Manager for all reasonable and documented out-of-pocket expenses incurred in connection with the Services, including travel, lodging, and third-party vendor costs, within [30] days of submission of receipts and a written expense report.","No cap or pre-approval requirement on reimbursable expenses. Without a threshold (e.g., 'expenses over $[X] require prior written approval'), reimbursement costs can escalate well beyond the anticipated fee structure.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Term and Renewal","Sets the start date, initial duration, and how the agreement renews — automatically or by affirmative action — at the end of each term.","This Agreement commences on [START DATE] and continues for an initial term of [ONE YEAR], renewing automatically for successive [ONE-YEAR] periods unless either party provides written notice of non-renewal at least [60] days prior to the end of the then-current term.","Using auto-renewal without a notice period or calendar reminder. Companies have been locked into unwanted management arrangements for additional full years because a 60-day notice window was missed.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Termination Rights","States the conditions under which either party may end the agreement — for convenience with advance notice, or immediately for cause such as material breach or insolvency.","Either party may terminate this Agreement for convenience upon [90] days' written notice. Either party may terminate immediately upon written notice if the other party (a) commits a material breach not cured within [30] days of notice, or (b) becomes insolvent or makes an assignment for the benefit of creditors.","Omitting a cure period for material breach. Allowing immediate termination for any breach — however minor — creates leverage for opportunistic terminations and exposes the agreement to bad-faith claims.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality","Prohibits both parties from disclosing the other's proprietary business information, financial data, and trade secrets during and for a defined period after the agreement.","Each party agrees to hold in strict confidence all Confidential Information of the other party and not to disclose or use such information except as necessary to perform its obligations under this Agreement. This obligation survives termination for a period of [3] years.","Not defining 'Confidential Information' with sufficient specificity. Overly broad definitions — 'everything shared between the parties' — are difficult to enforce and may be narrowed by courts to the point of being meaningless.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Limitation of Liability and Indemnification","Caps the Manager's maximum financial exposure to the Company and defines which party bears responsibility for third-party claims arising from the services.","Manager's total liability under this Agreement shall not exceed the aggregate fees paid by Company in the [12] months preceding the claim. Each party shall indemnify and hold harmless the other from third-party claims arising from its own gross negligence, willful misconduct, or material breach.","Setting the liability cap equal to the total contract value rather than trailing fees paid. For long-term agreements, this can create unlimited downside for the Manager — contradicting the commercial intent of the cap.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Intellectual Property","Clarifies ownership of deliverables, work product, and any tools or methodologies the Manager uses or creates in the course of providing services.","All work product and deliverables created by Manager specifically for Company under this Agreement shall be the sole property of Company upon full payment of all fees due. Manager retains ownership of its pre-existing tools, templates, methodologies, and proprietary processes.","No IP clause at all — leaving ownership of custom reports, financial models, or operational frameworks ambiguous. If the Manager later re-uses Company-specific deliverables for another client, there is no contractual basis to object.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the mechanism — arbitration, mediation, or litigation — for resolving disputes.","This Agreement shall be governed by the laws of [STATE/PROVINCE/COUNTRY], without regard to conflicts-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in [CITY] under the rules of [AAA/JAMS/ICC], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that has no connection to where either party operates. Several jurisdictions will not recognize or enforce a foreign governing-law clause that lacks a legitimate nexus to the agreement.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both legal entities precisely","Enter the full registered legal name, entity type, and jurisdiction of formation for both the Manager and the Company. Cross-reference corporate registry filings before finalizing.","For intercompany agreements, confirm that the entity providing services is the same entity that will invoice for fees — mismatches between contracting entity and invoicing entity are a common tax audit trigger.",{"step":343,"title":344,"description":345,"tip":346},2,"Draft a detailed Schedule A for scope of services","List every service category — financial reporting, HR administration, IT support, executive oversight — with enough specificity that the Manager's obligations can be measured and audited. Attach this as Schedule A rather than embedding it in the main body.","Group services by function and assign a responsible contact or department for each. This makes SLA compliance measurable and fee allocation defensible.",{"step":348,"title":349,"description":350,"tip":351},3,"Set and document the management fee","Choose a fee structure — fixed monthly, percentage of revenue, or cost-plus — and document how the amount was determined. Include benchmarking data or a transfer-pricing analysis if the parties are related entities.","For intercompany arrangements, retain a contemporaneous record of the benchmarking methodology used. Tax authorities in the US, Canada, and the UK expect this documentation to be prepared before the filing deadline, not after an audit begins.",{"step":353,"title":354,"description":355,"tip":356},4,"Define expense reimbursement rules","List which expense categories are reimbursable, set a per-item pre-approval threshold, and specify the documentation required (receipts, expense reports, timesheets).","A $500 per-line-item approval threshold with a monthly cap equal to 10% of the management fee is a common commercial standard — adjust to reflect the actual scope of expected expenses.",{"step":358,"title":359,"description":360,"tip":361},5,"Set the term, renewal, and termination notice periods","Choose an initial term (12 months is most common), decide whether renewal is automatic or requires affirmative action, and set the notice period for non-renewal and for termination for convenience.","Calendar 90-day and 60-day notice deadlines in your entity management system the day you sign. Missed notice windows are the most common source of unwanted auto-renewals.",{"step":363,"title":364,"description":365,"tip":366},6,"Calibrate the liability cap","Set the Manager's liability cap as a multiple of trailing fees paid — typically 12 months. Confirm that the indemnification carve-outs for gross negligence and willful misconduct are clearly stated.","A mutual indemnification structure — each party covers its own wrongful acts — is more consistently enforceable than a one-sided indemnity and is standard in arms-length management agreements.",{"step":368,"title":369,"description":370,"tip":371},7,"Execute before services begin","Both parties must sign the agreement before the Manager begins performing services. Retroactive agreements create tax and enforceability risks — tax authorities may disregard fees paid under an agreement signed after the fact.","Use Business in a Box eSign to timestamp execution and store the fully-executed copy with a version-controlled record of any amendments.",{"step":373,"title":374,"description":375,"tip":376},8,"Attach and initial all schedules at signing","Ensure Schedule A (scope of services), Schedule B (fee schedule), and any SLA exhibit are attached and initialed by both parties at execution. Unsigned schedules are the most litigated ambiguity in management agreements.","If the scope or fee schedule will evolve over time, include a lightweight amendment procedure — written approval by authorized signatories — directly in the agreement body.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Vague or missing scope-of-services schedule","Without a detailed service schedule, fee disputes are inevitable — the Manager claims full fees for services rendered; the Company disputes which services were actually agreed. Tax authorities will also question whether fees reflect real value delivered.","Attach a Schedule A listing each service by function, with the responsible party, frequency, and measurable output. Have both parties initial it at signing.",{"mistake":383,"why_it_matters":384,"fix":385},"Undocumented management fee basis","Related-party management fees without benchmarking documentation are the most common target of transfer-pricing adjustments in IRS, CRA, and HMRC audits. A disallowed fee deduction can result in back taxes, interest, and penalties.","Prepare and retain a contemporaneous transfer-pricing analysis — or at minimum a fee benchmark memorandum — before the agreement is signed. Update it annually.",{"mistake":387,"why_it_matters":388,"fix":389},"No expense pre-approval threshold","An open-ended expense reimbursement clause gives the Manager a blank check for pass-through costs. Reimbursable expenses can quietly exceed the management fee itself in complex arrangements.","Set a per-item approval threshold in the agreement and attach an approved vendor or expense-category list. Require monthly expense reports with itemized receipts.",{"mistake":391,"why_it_matters":392,"fix":393},"Identical governing law to the Manager's home jurisdiction regardless of where the Company operates","Courts in the Company's jurisdiction may apply local mandatory employment, tax, or corporate law regardless of the contractual choice of law — particularly in Canada, the EU, and Australia.","Choose a governing law with a genuine nexus to both parties — typically where the Company operates — and have counsel confirm enforceability in both jurisdictions.",{"mistake":395,"why_it_matters":396,"fix":397},"Executing the agreement after services have already begun","Retroactive management agreements are frequently disregarded by tax authorities as lacking economic substance. Fees paid under an undated or backdated agreement may be reclassified as non-deductible distributions or dividends.","Execute the agreement before the Manager performs any services. If the relationship preceded a written agreement, document the date the agreement takes effect going forward — do not backdate it.",{"mistake":399,"why_it_matters":400,"fix":401},"No IP ownership clause covering deliverables","Without explicit IP terms, ownership of financial models, custom reports, SOPs, and operational frameworks created under the agreement is ambiguous. If the Manager re-uses Company-specific work product with another client, there is no contractual remedy.","Include a clause confirming that bespoke deliverables created specifically for the Company transfer to the Company upon full payment, while the Manager retains pre-existing methodologies and tools.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a management and administrative services agreement?","A management and administrative services agreement is a binding contract in which one entity — typically a parent company, holding company, or professional management firm — agrees to provide management oversight and back-office administrative services to another entity in exchange for a defined fee. It formalizes the relationship, establishes the scope of services, sets fee and payment terms, and allocates liability between the parties. It is especially common in private equity structures, multi-entity businesses, and outsourced management arrangements.\n",{"question":407,"answer":408},"When should I use a management and administrative services agreement instead of an employment contract?","Use a management and administrative services agreement when an entire entity — not an individual person — is providing management services. If a company or firm is engaged to run operations, handle administration, or supply executive leadership capacity, an MSA is the correct instrument. An employment contract governs the relationship with an individual employee. Misclassifying an entity-level engagement as an employment relationship creates payroll tax, benefits, and labor-law exposure.\n",{"question":410,"answer":411},"Is a management and administrative services agreement legally required for intercompany arrangements?","No law universally mandates a written agreement for intercompany services, but tax authorities in the US, Canada, the UK, and the EU expect one. The IRS, CRA, and HMRC all require that related-party service fees be documented with a written agreement and supported by a transfer-pricing analysis demonstrating arm's-length pricing. Operating without a written agreement leaves management fee deductions vulnerable to disallowance and exposes both entities to audit adjustments.\n",{"question":413,"answer":414},"How should the management fee be calculated to satisfy transfer-pricing rules?","The most defensible approaches are the comparable uncontrolled price method — benchmarking the fee against what unrelated parties charge for equivalent services — or a cost-plus method, where the Manager charges actual costs plus a documented markup (typically 5–15% for routine administrative services). The fee must be documented before the tax year ends, not after an audit begins. For arrangements exceeding $1M annually, a formal transfer-pricing study prepared by a qualified economist is strongly recommended.\n",{"question":416,"answer":417},"What happens if the management fee is challenged by a tax authority?","If the IRS, CRA, or HMRC determines that the management fee was not at arm's-length or lacked adequate documentation, they may disallow the fee as a deductible expense for the paying entity, reclassify it as a dividend or non-deductible distribution, and assess back taxes, interest, and penalties on both entities. In egregious cases, penalties for inadequate transfer-pricing documentation can reach 20–40% of the adjustment amount. A well-drafted agreement with contemporaneous benchmarking documentation is the primary defense.\n",{"question":419,"answer":420},"Can a management and administrative services agreement be terminated early?","Yes, if the agreement includes a termination-for-convenience clause, either party can exit by providing the required advance notice — typically 60 to 90 days. Termination for cause — such as material breach or insolvency — is typically immediate after a defined cure period. Agreements without a termination-for-convenience clause lock both parties in for the full term unless mutual consent is reached, making this clause important to negotiate before signing.\n",{"question":422,"answer":423},"Does a management services agreement need to be notarized?","Notarization is generally not required for a management and administrative services agreement to be legally enforceable in the US, Canada, the UK, or the EU. Both authorized signatories must sign, and execution should be timestamped. Some regulated industries — financial services, healthcare, government contracting — may impose additional execution requirements, so confirm with counsel if your sector has specific formalities.\n",{"question":425,"answer":426},"What is the difference between a management services agreement and a shared services agreement?","A management services agreement typically involves one entity providing oversight, executive, or administrative services to another — often with a fee paid to a parent or external manager. A shared services agreement formalizes cost-sharing arrangements between two or more affiliated entities that pool back-office functions — such as HR, IT, or finance — on a proportional cost-allocation basis. The key distinction is whether one party provides services to the other (MSA) or whether costs are allocated across a common pool (shared services). Both require written documentation for tax purposes.\n",{"question":428,"answer":429},"Do I need a lawyer to draft a management and administrative services agreement?","For straightforward domestic arrangements between commonly owned entities, a high-quality template reviewed by a business attorney typically suffices. Engage a lawyer when the fee exceeds $250K annually, when the parties are in different countries, when regulated industries are involved, or when a formal transfer-pricing study is required. Cross-border management arrangements involving the EU, UK, or Canada carry additional complexity that warrants specialist advice. A 2–4 hour attorney review typically costs $600–$1,500 and is worthwhile for any arrangement material to either entity's financials.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Private Equity and Investment Management","industry-fintech","Management fees charged from a PE fund's general partner or management company to portfolio operating companies, with transfer-pricing documentation and fee offset provisions tied to monitoring fees.",{"industry":436,"icon_asset_id":437,"specifics":438},"Real Estate and Property Management","industry-real-estate","Third-party property management firms or asset managers providing operational oversight, leasing administration, and reporting to real estate holding entities — with performance-based fee components tied to occupancy or NOI targets.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare and Medical Practices","industry-healthtech","Management services organizations (MSOs) providing non-clinical administrative, billing, HR, and compliance services to physician-owned practices under corporate practice of medicine rules — careful scope drafting ensures the MSO does not stray into clinical decision-making.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services and Consulting","industry-professional-services","Holding companies or group service entities centralizing HR, finance, IT, and marketing support for multiple professional practice entities — allocation methodologies must be documented to withstand partner compensation and tax scrutiny.",[448,450,452,454],{"vs":86,"vs_template_id":233,"summary":449},"An independent contractor agreement engages an individual to perform defined project-based or ongoing tasks as a self-employed person. A management and administrative services agreement typically involves one business entity providing management-level services to another entity. The MSA includes broader scope, fee structures tied to organizational functions, liability caps, and transfer-pricing considerations that a standard contractor agreement does not address.",{"vs":100,"vs_template_id":240,"summary":451},"A general service agreement governs the delivery of a specific professional or commercial service — web design, accounting, logistics — between unrelated parties. A management and administrative services agreement is broader in scope, typically covers multiple overlapping functions simultaneously, and includes intercompany considerations such as transfer pricing, shared-cost allocation, and reporting hierarchies that a standard service agreement is not designed to handle.",{"vs":236,"vs_template_id":237,"summary":453},"An executive employment agreement governs the relationship with an individual C-suite employee — including salary, bonus, equity, and personal restrictive covenants. A management and administrative services agreement governs the relationship between two legal entities where one provides executive or administrative capacity to the other. The entity-level agreement does not create an employment relationship and does not trigger payroll taxes, benefits obligations, or individual non-compete concerns.",{"vs":455,"vs_template_id":456,"summary":457},"Consulting Agreement","consulting-agreement-D158","A consulting agreement typically covers advice or expertise delivered on a project basis or retainer by an individual or small firm, with a narrow, defined scope. A management and administrative services agreement is designed for ongoing, multi-function operational management relationships — often between affiliated entities — and includes structural provisions for fee benchmarking, SLAs, and regulatory compliance that consulting agreements omit.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Domestic intercompany arrangements under $250K annually between commonly owned entities with straightforward scope","Free","1–2 hours",{"best_for":464,"cost":465,"time":466},"Arrangements exceeding $100K annually, multi-entity structures, or any deal requiring a transfer-pricing memo","$600–$1,500 (attorney review plus basic transfer-pricing documentation)","3–7 days",{"best_for":468,"cost":469,"time":470},"Cross-border management arrangements, regulated industries (healthcare MSO, financial services), or agreements exceeding $1M annually","$3,000–$10,000+ (specialist counsel plus formal transfer-pricing study)","2–6 weeks",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","The IRS applies Section 482 of the Internal Revenue Code to related-party service fees, requiring that amounts charged reflect arm's-length pricing. The cost-plus method (cost of services plus a markup of 5–15%) is most commonly used for routine administrative services. Documentation must be contemporaneous — prepared before the tax return due date — to avoid a 20–40% documentation penalty. State corporate income tax rules on intercompany charges vary; California and New York impose particularly rigorous standards.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","The CRA applies transfer-pricing rules under Section 247 of the Income Tax Act to all non-arm's-length transactions, including management fees. Fees must be supported by a written agreement and a transfer-pricing analysis demonstrating that amounts reflect what arm's-length parties would charge. Penalties for non-compliant documentation can reach 10% of the net adjustment amount. Quebec entities should note that contracts governed by Quebec law must comply with the Civil Code of Quebec, which imposes additional good-faith and reasonableness standards.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","HMRC applies transfer-pricing rules under Part 4 of the Taxation (International and Other Provisions) Act 2010, requiring that related-party service fees reflect arm's-length terms. A written management services agreement is considered a prerequisite for fee deductibility. The UK's Diverted Profits Tax and hybrid mismatch rules may apply to cross-border management fee arrangements, particularly where the Manager is in a low-tax jurisdiction. Post-Brexit, EU directives no longer apply, but the UK's own OECD-aligned framework remains rigorous.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","EU member states apply transfer-pricing rules aligned with OECD guidelines, requiring that intercompany management fees reflect arm's-length pricing and be supported by contemporaneous documentation. The EU Anti-Tax Avoidance Directive (ATAD) and country-by-country reporting obligations apply to larger groups. GDPR considerations apply when the management services involve processing personal data of employees or customers — the agreement should address data processing roles, retention, and cross-border transfer mechanisms if applicable.",[233,240,493,237,494,495,496,497,498,499,500,501],"consulting-agreement---long-D12543","non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12704","llc-operating-agreement-D5209","shareholder-agreement-D12707","certificate-of-corporate-resolution-D3","sales-invoice-D383",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":109,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"services-and-consulting","agreement","general","all-stages",[509,510,511,512,513],"contract","legal","management-services","administrative-services","service-agreement",0.95,"\u003Ch2>What is a Management and Administrative Services Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Management and Administrative Services Agreement\u003C/strong> is a legally binding contract in which one entity — typically a parent company, holding company, or professional management firm — agrees to provide defined management oversight and back-office administrative services to another entity in exchange for a documented fee. The agreement governs the full scope of the relationship: which services are provided, how the fee is calculated, what expenses are reimbursable, what performance standards apply, who owns deliverables created during the engagement, and how either party can exit. It is distinct from an employment contract because it operates at the entity level — one business engaging another business — rather than creating an individual employment relationship.\u003C/p>\n\u003Cp>This type of agreement is most common in private equity and holding company structures, where a management company or general partner entity charges portfolio companies for centralized executive, financial, legal, HR, and IT support. It is also widely used between any commonly owned entities that share back-office resources, and by third-party management firms that provide outsourced operational leadership to clients.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating management or administrative services between related entities without a written agreement is one of the most reliable ways to attract a tax audit and lose it. The IRS, CRA, HMRC, and EU member state tax authorities all require that intercompany management fees be supported by a written agreement and documented at arm's-length pricing — fees paid without this foundation are routinely disallowed as deductions, reclassified as non-deductible dividends, and subjected to penalties of up to 40% of the adjustment amount. Beyond tax compliance, an undocumented management arrangement leaves both parties exposed: the Manager has no contractual right to collect fees, no liability cap protecting it from open-ended claims, and no clear ownership of work product it creates. The Company has no enforceable service-level standards, no mechanism to recover damages for poor performance, and no defined exit path if the arrangement deteriorates. This template gives you a fully structured, professionally drafted starting point that satisfies the documentation expectations of tax authorities in the US, Canada, the UK, and the EU — and closes every material gap that leaves management arrangements legally and commercially vulnerable.\u003C/p>\n",1781186005849]