[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-management-services-agreement-D551":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":38,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Purchaser\"), 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 \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Manager\"), an individual with his/her main address located at: [COMPLETE ADDRESS] WHEREAS by the Asset Purchase Agreement dated as of the date hereof (the \"Asset Purchase Agreement\", attached hereto as Schedule A), the Purchaser has purchased certain assets of the [SPECIFY] business of the Company (the \"Business\"); WHEREAS the Purchaser wishes to engage the Company to provide the services of [SPECIFY] to the Business; WHEREAS [INDIVIDUAL NAME] referred hereto as the Manager, is employed by the Company, and in engaging the services of the Company hereunder, the Purchaser is doing so in reliance upon the Company's ability to provide the services of the Manager to perform the duties set out under this Agreement; WHEREAS the Manager has been working in the Business for many years and is knowledgeable of the Business; WHEREAS the Asset Purchase Agreement requires that the Purchaser, the Company and the Manager enter into a Non-Competition and Non-Solicitation Agreement (Schedule B); IT IS HEREBY AGREED THAT: TERM The term of this Agreement shall be for a period of [NUMBER] years commencing on [DATE], and terminating on [DATE], subject to any renewal of the Agreement pursuant to Section [SPECIFY] hereof and subject to earlier termination of this Agreement pursuant to Section [SPECIFY] hereof (the \"Term\"). MANAGEMENT SERVICES Throughout the Term and in accordance with this Agreement, the Company shall provide the services of the Manager for a minimum of [NUMBER] hours per year to perform such duties as the Purchaser may require for the Business, including the purchase of [SPECIFY] for the Business. The Company shall provide the services of the Manager to the Purchaser, it legal successor or affiliate in the region of [STATE/PROVINCE], and the Manager may also perform his work and services in such other places within [COUNTRY] as the Purchaser may require from time to time. MANAGEMENT SERVICE FEES Fee In consideration of the services of [SPECIFY] to be provided by the Company throughout the Term, the Purchaser shall pay the Company an annual fee of [AMOUNT] in [COUNTRY] currency, payable in equal consecutive weekly installments of [AMOUNT] a week. Notwithstanding the date of this Agreement, this fee shall be payable as and from [DATE]. Commissions The aggregate amount of all commissions paid or payable by the Purchaser to the Business (net of reasonable expenses acceptable to the Purchaser) in respect of all purchases of [SPECIFY] made through the Business from [DATE] to the date of this Agreement inclusively, with the exception of commissions earned by the the Manager on [NUMBER]) truckloads of [SPECIFY] delivered by the Business to the Purchaser during the week of [DATE] to [DATE], will be applied against the fees payable to the Company during the first year of the Term of this Agreement. COMPANY'S COVENANTS Service The Company shall cause the Manager to devote his full business and professional time, effort, skill attention and ability to the business of the Purchaser and shall well and faithfully serve the Purchaser and shall use his best efforts to promote and advance the interests of the Purchaser. Rules and Regulations The Company shall cause the Manager to bound by and faithfully observe and abide by all the reasonable rules and regulations of the Purchaser from time to time in force which are brought to his notice and shall at all times obey and comply with the proper directions and orders given by the President or Chairman of the Purchaser. Non-Disclosure The Company shall not (either during the Term or at any time thereafter) disclose any information relating to the private or confidential business affairs of the Purchaser or relating to any secrets of the Purchaser to any person other than for the Purchaser's purposes and shall not (either during the Term or at any time thereafter) use for his own purposes or for any purposes other than those of the Purchaser any such information or secrets he may acquire in relation to the Business. The Company shall cause the Manager not (either during the Term or at any time thereafter) disclose any information relating to the private or confidential business affairs of the Purchaser or relating to any secrets of the Purchaser to any person other than for the Purchaser's purposes and shall not (either during the Term or at any time thereafter) use for his own purposes or for any purposes other than those of the Purchaser any such information or secrets he may acquire in relation to the Business. Manager Covenants Concurrently with the signature of this Agreement, the Company shall cause the Manager to personally intervene into this Agreement to expressly acknowledge the terms and conditions of this Agreement and to accept to be bound thereby. TERMINATION OF AGREEMENT Termination for Just Cause The Purchaser may terminate this Agreement at any time for Just Cause (as hereinafter defined) without payment of any compensation either by way of anticipated earnings or damages of any kind. For the purposes of this Agreement, \"Just Cause\" means the continued breach of this Agreement by the Company or by the Manager after [NUMBER] written warnings to such effect, deliberate action to injure or show disloyalty to the Purchaser or theft or fraud against the Purchaser. Termination due to Incapacity Notwithstanding any other provisions of this Agreement, the Purchaser may terminate this Agreement at any time upon [NUMBER] weeks prior written notice if the Manager has not been able to work for a period of [NUMBER] consecutive months. In the case of disability or incapacity of the Manager, the Company may, however, provide the services of another individual to temporarily perform the services of the Manager hereunder so long as such individual performs such services to the satisfaction of the Purchaser. Return of Property Upon any termination of this Agreement for any reason whatsoever, the Company shall at once deliver and the Company shall cause the Manager at once to deliver to the Purchaser all books, documents, effects, money, securities or other property belonging to the Purchaser or for which the Purchaser is liable to others, which are in the possession, charge, control or custody of the Company or of the Manager. RENEWAL OF AGREEMENT The Purchaser may offer to renew this Agreement in accordance with the terms and conditions hereof for further periods of [NUMBER] year each by giving notice in writing to the Company not later than [NUMBER] months prior to the expiry of the Term or the renewal thereof. Such notice shall include the Purchaser's proposals for any changes in terms or conditions of this Agreement. The Company shall communicate its acceptance of such offer by giving notice in writing thereof to the Purchaser no later than [NUMBER] weeks after receipt of the said offer. Any proposed changes in management services fees or other terms and conditions shall be agreed upon in writing between the parties. Failing such renewal and acceptance thereof, this Agreement shall terminate at the end of the Term or of the renewal term, as the case may be, without further notice and termination payments. 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The Services may include, but are not limited to, the review, drafting, negotiation, and management of contracts, as well as providing guidance on contract compliance, risk management, and dispute resolution. Project Timeline: The Consultant shall perform the Services within the timeframe specified in Schedule A, with the work commencing on [START DATE] and concluding on [END DATE], unless extended or terminated in accordance with this Agreement. Modifications to Services: Any modifications or additions to the Services must be agreed upon in writing by both Parties and may result in an adjustment to the fees or timeline. FEES AND PAYMENT 2.1 Consulting Fees: The Client agrees to pay the Consultant for the Services at the rate of [AMOUNT] per hour/day/week, or as otherwise specified in Schedule B. The total estimated cost of the Services is [TOTAL AMOUNT], subject to adjustment based on the actual time and expenses incurred. 2.2 Payment Schedule: The Consultant shall invoice the Client on a [WEEKLY/MONTHLY] basis. The Client agrees to pay each invoice within [NUMBER OF DAYS] days of receipt. Payments shall be made via [PAYMENT METHOD, e.g., wire transfer, check, etc.] to the Consultant's account. 2.3 Expenses: The Client shall reimburse the Consultant for all reasonable and pre-approved expenses incurred in connection with the performance of the Services, including travel, accommodation, and other out-of-pocket expenses. The Consultant shall provide receipts and documentation for all expenses. TERM AND TERMINATION 3.1 Term of Agreement: This Agreement shall commence on [START DATE] and continue until the completion of the Services, unless terminated earlier in accordance with this Agreement. 3.2 Termination for Convenience: Either Party may terminate this Agreement for any reason by providing [NUMBER OF DAYS] days' written notice to the other Party. 3.3 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches a material obligation under this Agreement and fails to cure the breach within [NUMBER OF DAYS] days of receiving written notice. 3.4 Effect of Termination: Upon termination of this Agreement, the Client agrees to pay the Consultant for any Services rendered and expenses incurred up to the effective date of termination. The Consultant shall promptly return all confidential information and materials provided by the Client. CONFIDENTIALITY 4.1 Confidential Information: Both Parties acknowledge that during the course of this Agreement, they may receive proprietary or confidential information belonging to the other Party (\"Confidential Information\"). Confidential Information includes, but is not limited to, business strategies, financial information, contract terms, and trade secrets. 4","Contract Management Consulting Agreement","7",513,"https://templates.business-in-a-box.com/imgs/1000px/contract-management-consulting-agreement-D13941.png","https://templates.business-in-a-box.com/imgs/250px/13941.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13941.xml",{"title":96,"description":6},"contract management consulting agreement",[98,100],{"label":17,"url":99},"human-resources",{"label":101,"url":102},"Company Policies","company-policies","/template/contract-management-consulting-agreement-D13941",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":117,"url":118},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), 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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. 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},[114],{"label":115,"url":116},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":91,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":134},"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. 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BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), 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: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[145,148],{"label":146,"url":147},"Software & Technology","software-technology-business",{"label":146,"url":147},"service level agreement","/template/service-level-agreement-D778",{"description":152,"descriptionCustom":6,"label":153,"pages":90,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":166,"url":167},"PROPERTY MANAGEMENT AGREEMENT This Property Management Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), 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: [AGENT NAME] (the \"Agent\"), 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] RECITALS Owner holds title to the following-described real property: [insert legal or other appropriate description], here referred to as the property. Agent is experienced in the business of operating and managing real estate similar to the above-described property. Owner desires to engage the services of agent to manage and operate the property, and agent desires to provide such services on the following terms and conditions. In consideration of the mutual covenants contained herein, the parties agree: EMPLOYMENT OF AGENT Agent shall act as the exclusive agent of owner to manage, operate and maintain the property. BEST EFFORTS OF AGENT On assuming the management and operation of the property, agent shall thoroughly inspect the property and submit a written report to owner. The written report shall contain the opinion of agent concerning the present efficiency under which the property is being managed and operated, and recommended changes, if necessary, in the management structure of the property, in the rehabilitation of the property, and any other matters that will improve the efficient management and operation of the property. After conferring with owner and obtaining approval to make any necessary improvements, agent shall undertake completion of the improvements. LEASING OF PROPERTY Agent shall make reasonable efforts to lease available space of the property, and shall be responsible for all negotiations with prospective tenants. Agent shall also have the right to execute and enter into, on behalf of owner, month-to-month tenancies of units of the property. Agent may negotiate all extensions and renewals of such month-to-month tenancies and leases. Agent shall not, without the prior written consent of owner, enter into any lease for a term less than [NUMBER] months or more than [NUMBER] months. Agent shall have the right to make concessions, including rental concessions, as inducements to prospective tenants to occupy the property. ADVERTISING AND PROMOTION Agent shall advertise vacancies by all reasonable and proper means; provided, agent shall not incur expenses for advertising in excess of [AMOUNT] during any calendar quarter without the prior written consent of owner. MAINTENANCE, REPAIRS AND OPERATIONS Agent shall use its best efforts to insure that the property is maintained in an attractive condition and in a good state of repair. In this regard, agent shall use its best skills and efforts to serve the tenants of the property and shall purchase necessary supplies, make contracts for, or otherwise furnish, electricity, gas, fuel, water, telephone, window cleaning, refuse disposal, pest control, and any other utilities or services required for the operation of the property. Agent shall make or cause to be made and supervise necessary repairs and alterations and shall decorate and furnish the property. Expenditures for repairs, alterations, decorations or furnishings in excess of [AMOUNT] shall not be made without prior written consent of owner, except in the case of emergency, or if agent in good faith determines that such expenditures are necessary to protect the property from damage, to prevent injury to persons or loss of life, or to maintain services to tenants. EMPLOYEES Agent shall employ, discharge and supervise all on-site employees or contractors required for the efficient operation and maintenance of the property. All on-site personnel, except independent contractors and employees of independent contractors, shall be the employees of agent. Agent shall pay the salaries of such on-site employees and, to the extent there are revenues from the property available, pay all charges for services rendered by independent contractors and the employees of independent contractors. All salaries (including all contributions of employer not listed in the paycheck) of such on-site employees shall be charged to owner. To the extent there are insufficient funds available from revenues received from the operation of the property to reimburse agent for such salaries, owner shall directly reimburse agent within [NUMBER] days after demand by agent for reimbursement. Agent shall not be responsible or liable to owner for any act, default or negligence of on-site personnel, or for any error of judgment or mistake of law or fact in connection with their employment, conduct or discharge except that agent shall be responsible for any such act, default or negligence that is due directly or indirectly to its own negligent act or omission in the hiring or supervision of any such on-site personnel. On-site personnel shall include all resident personnel, including, but not limited to, managers and maintenance personnel, all recreational personnel (whether part-time or full-time), day-care center personnel, and all other individuals located, rendering services or performing activities on the property in connection with its operation. GOVERNMENT REGULATIONS Agent shall manage the property in full compliance with all laws and regulations of any federal, state, county or municipal authority having jurisdiction over the property. INSURANCE Agent shall obtain the following insurance at the expense of owner, and such insurance shall be maintained in force during the full term of this agreement: Comprehensive public liability property insurance of [AMOUNT] single limit for bodily injury, death and property damage; Fire and extended coverage hazard insurance in an amount equal to the full replacement cost of the structure and other improvements situated on the property; and A fidelity bond in the amount of [AMOUNT] on each employee who handles cash, and workers' compensation and employer liability insurance to cover the agents and employees of both employer and agent. All of the policies shall name agent and owner as co-insureds as their respective interests may appear. Agent shall deliver certificates evidencing such insurance coverage to owner within [NUMBER] days from the issuance and renewal of the policies. Owner shall cooperate with agent and any insurer in the making and delivery of all reports, notices, and other items required in connection with any of the insurance policies. COLLECTION OF INCOME; INSTITUTION OF LEGAL ACTION Agent shall use its best efforts to collect promptly all rents and other income issuing from the property when such amounts become due. It is understood that agent does not guarantee the collection of rents. Agent shall, in the name of owner, execute and serve such notices and demands on delinquent tenants as agent may deem necessary or proper. Agent, in the name of owners, shall institute, settle or compromise any legal action and make use of such methods of legal process against a delinquent tenant or the property of a delinquent tenant as may be necessary to enforce the collection of rent or other sums due from the tenant, to enforce any covenants or conditions of any lease or month-to-month rental agreement, and to recover possession of any part of the property. No other form of legal action will be instituted and no settlement, compromise, or adjustment of any matters involved therein shall be made without the prior written consent of owner, except when agent determines that immediate action is necessary. BANK ACCOUNTS","Property Management Agreement",73,"https://templates.business-in-a-box.com/imgs/1000px/property-management-agreement-D1196.png","https://templates.business-in-a-box.com/imgs/250px/1196.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1196.xml",{"title":6,"description":6},[160,163],{"label":161,"url":162},"Real Estate","real-estate-business",{"label":164,"url":165},"Business Checklists","business-checklists","property management agreement","/template/property-management-agreement-D1196",{"description":169,"descriptionCustom":6,"label":170,"pages":90,"size":9,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":178,"url":179},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), 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: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[176,177],{"label":23,"url":130},{"label":23,"url":130},"joint venture agreement","/template/joint-venture-agreement-D889",false,{"seo":182,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":255,"clauses":292,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":452,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":508,"classification":509},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Management Services Agreement Template | Free Word Download","Free management services agreement template for outsourced management arrangements. Covers scope, fees, IP, confidentiality, and termination.","management services agreement template",[25,187,188,189,190,191,192],"management services contract template","management services agreement template word","management services agreement free","outsourced management agreement","management services contract","professional management services agreement",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":180},"advanced",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Management Services Agreement is a legally binding contract between a company (the Client) and a management services provider that defines the scope of management, administrative, or operational services to be delivered. This free Word download covers fees, reporting obligations, confidentiality, IP ownership, liability limits, and termination in a single document you can edit online and export as PDF for execution.\n","Use it when a parent company provides management or operational support to a subsidiary, when a business engages an external management firm to run day-to-day operations, or when a private equity firm formalizes a management fee arrangement with a portfolio company.\n","Scope of services and deliverables, management fees and payment schedule, reporting and performance obligations, IP assignment, confidentiality and non-disclosure, limitation of liability, indemnification, termination provisions, and governing law.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Private equity firms","Formalizing management fee arrangements with portfolio companies","persona-investor",{"title":210,"use_case":211,"icon_asset_id":212},"Parent company executives","Documenting management services provided to subsidiaries or affiliates","persona-ceo",{"title":214,"use_case":215,"icon_asset_id":216},"External management companies","Engaging clients to deliver outsourced operational or administrative management","persona-operations-director",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders","Contracting a management firm to run operations while building the core team","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Real estate operators","Contracting a property management company to operate an asset portfolio","persona-real-estate-developer",{"title":226,"use_case":227,"icon_asset_id":228},"Healthcare administrators","Outsourcing billing, compliance, or operational management to a specialist firm","persona-hr-manager",[230,234,238,241,244,248,251],{"situation":231,"recommended_template":232,"slug":233},"Parent company providing management support to a wholly owned subsidiary","Intercompany Management Services Agreement","inter-company-services-agreement-D886",{"situation":235,"recommended_template":236,"slug":237},"Private equity firm charging a management fee to a portfolio company","Management Fee Agreement","referral-fee-agreement-D12730",{"situation":239,"recommended_template":7,"slug":240},"Engaging a third-party firm for general business management services","management-services-agreement-D551",{"situation":242,"recommended_template":56,"slug":243},"Outsourcing a specific operational function (e.g., IT, HR, accounting)","professional-services-agreement-D13277",{"situation":245,"recommended_template":246,"slug":247},"Hiring an individual manager rather than a firm","Management Consulting Agreement","contract-management-consulting-agreement-D13941",{"situation":249,"recommended_template":153,"slug":250},"Contracting a property management company for real estate assets","property-management-agreement-D1196",{"situation":252,"recommended_template":253,"slug":254},"Outsourcing IT systems management and support","IT Services Agreement","it-service-agreement-D13422",[256,259,262,265,268,271,274,277,280,283,286,289],{"term":257,"definition":258},"Management Services Provider","The entity contracted to deliver management, operational, or administrative services to the client under the agreement.",{"term":260,"definition":261},"Scope of Services","The specific management functions, tasks, and deliverables the provider is contractually obligated to perform.",{"term":263,"definition":264},"Management Fee","The periodic compensation paid by the client to the provider for the management services rendered, typically a fixed monthly amount or a percentage of revenue.",{"term":266,"definition":267},"Service Level Agreement (SLA)","A defined standard of performance — such as response times or reporting deadlines — that the provider must meet, with consequences for non-compliance.",{"term":269,"definition":270},"Intercompany Agreement","A contract between two entities under common ownership — typically a parent company and its subsidiary — governing the transfer of services or funds between them.",{"term":272,"definition":273},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties if the agreement is breached or a claim arises.",{"term":275,"definition":276},"Indemnification","A contractual obligation by which one party agrees to compensate the other for specified losses, damages, or legal costs arising from defined events.",{"term":278,"definition":279},"Intellectual Property Assignment","A clause transferring ownership of work product, materials, or innovations created by the provider during the engagement to the client.",{"term":281,"definition":282},"Key Person Clause","A provision identifying specific named individuals whose continued involvement is material to the agreement, with remedies if they leave or are replaced.",{"term":284,"definition":285},"Transfer Pricing","The pricing rules governing transactions between related entities — relevant to intercompany management fees to ensure compliance with tax authority arm's-length standards.",{"term":287,"definition":288},"Force Majeure","A clause excusing one or both parties from performance obligations when events beyond their reasonable control — such as natural disasters or government action — prevent fulfillment.",{"term":290,"definition":291},"Termination for Convenience","A provision allowing either party to end the agreement without cause by giving a specified notice period, regardless of whether any breach has occurred.",[293,298,302,307,312,317,322,327,332,337],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties, Recitals, and Definitions","Identifies the client and the management services provider by their full legal names, sets out the background and purpose of the arrangement, and defines key terms used throughout the agreement.","This Management Services Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Provider'). The parties agree as follows.","Using a trade name or brand name instead of the registered legal entity name — this makes the agreement difficult to enforce and can create ambiguity about which entity is actually bound.",{"name":260,"plain_english":299,"sample_language":300,"common_mistake":301},"Defines exactly which management functions the provider will perform, the deliverables expected, any excluded services, and the standard of care to be applied.","Provider shall perform the management services set out in Schedule A ('Services'), which include [SPECIFIC FUNCTIONS], and shall devote such time and resources as are reasonably necessary to perform the Services to the standard of a competent professional in the relevant field.","Describing the scope in vague terms such as 'general management support.' Ambiguous scope leads to disputes over what is and is not included, exposing the client to unanticipated additional fees.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Management Fees and Payment Terms","States the fee structure — fixed monthly retainer, percentage of revenue, or time-and-materials — the invoicing schedule, due date, and consequences for late payment.","Client shall pay Provider a monthly management fee of $[AMOUNT] ('Management Fee'), invoiced on the first business day of each month and due within [30] days of receipt. Overdue amounts accrue interest at [X]% per month from the due date.","Failing to specify whether the fee is inclusive or exclusive of expenses and taxes. Disputes over reimbursable costs are among the most common sources of conflict under management services arrangements.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Term and Renewal","Sets the initial duration of the agreement, auto-renewal conditions, and the notice period required to prevent automatic renewal.","This Agreement commences on [START DATE] and continues for an initial term of [X] months ('Initial Term'). Unless either party delivers written notice of non-renewal at least [60] days before the end of the Initial Term, this Agreement shall automatically renew for successive [12]-month periods.","Setting auto-renewal with a very short opt-out window — clients who miss a 30-day notice deadline can find themselves locked into another full year of fees.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Reporting and Performance Obligations","Requires the provider to deliver periodic management reports, attend review meetings, and meet defined performance benchmarks or service levels.","Provider shall deliver to Client a written management report within [10] business days after the end of each calendar month, covering [SPECIFIED METRICS]. Provider shall attend quarterly review meetings at a time mutually agreed by the parties.","Including no reporting obligations at all. Without defined reporting, the client has no formal mechanism to assess performance or build the documented record needed to terminate for cause.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Intellectual Property and Work Product","Assigns ownership of all work product, reports, strategies, and materials created by the provider under the agreement to the client, while preserving any pre-existing provider IP.","All work product, reports, analyses, and materials created by Provider specifically for Client under this Agreement ('Work Product') shall be the sole property of Client and are hereby irrevocably assigned to Client. Provider retains ownership of its pre-existing tools, methodologies, and proprietary systems ('Provider IP').","No IP ownership clause at all, leaving strategic plans, financial models, and operational frameworks created under the engagement potentially owned by the provider rather than the client.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Confidentiality and Non-Disclosure","Prohibits both parties from disclosing each other's confidential information to third parties during and for a defined period after the agreement, with carve-outs for legally required disclosures.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' means any non-public information relating to the disclosing party's business, finances, strategy, or customers. This obligation survives termination for [3] years.","Failing to define 'Confidential Information' with any specificity. Courts apply a reasonableness standard — an overbroad definition that includes all information can render the clause unenforceable.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Limitation of Liability and Indemnification","Caps the provider's total financial liability for claims under the agreement — typically at fees paid in the prior 12 months — and sets out each party's indemnification obligations for specified loss categories.","Provider's total aggregate liability under this Agreement shall not exceed the Management Fees paid by Client in the [12] months preceding the claim. Each party shall indemnify and hold harmless the other from third-party claims arising from its own breach, negligence, or willful misconduct.","Setting the liability cap at a nominal amount — such as one month's fee — when the services cover high-value operational functions. A mismatched cap can leave the client significantly undercompensated for a material management failure.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Termination and Effect of Termination","States the grounds for termination — for cause, for convenience, and upon insolvency — along with required notice periods, cure periods for breach, and obligations that survive termination.","Either party may terminate this Agreement for convenience on [60] days' written notice. Either party may terminate for material breach if the breach is not cured within [30] days of written notice. Upon termination, Provider shall deliver all Work Product and Client data within [10] business days and cease using any Client Confidential Information.","No cure period for breach before termination. Allowing immediate termination for any breach — including minor ones — exposes both parties to abrupt service disruption and potential wrongful-termination claims.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the process for resolving disputes — arbitration, mediation, or litigation — including the seat and applicable rules.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration under [AAA / JAMS / ICC] rules, with the seat of arbitration in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction that has no meaningful connection to either party's principal place of business. Enforcing an agreement under an unfamiliar jurisdiction's law adds cost and unpredictability to any dispute.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Enter the parties' full legal entity names","Use each party's registered corporate name exactly as it appears in their corporate filings — not a trade name, brand, or DBA. Include entity type (LLC, Inc., Ltd.) and state or country of incorporation.","Cross-reference each party's name against the applicable corporate registry before execution to prevent enforceability issues.",{"step":349,"title":350,"description":351,"tip":352},2,"Define the scope of services in Schedule A","List every management function the provider will perform with enough specificity that a third party could determine whether performance occurred. Include any exclusions explicitly.","Attach Schedule A as a separate exhibit so it can be updated without amending the body of the agreement — useful when the scope evolves over time.",{"step":354,"title":355,"description":356,"tip":357},3,"Set the management fee structure and payment mechanics","Specify whether fees are a fixed monthly retainer, a percentage of revenue, or time-and-materials. State whether expenses are included or reimbursed separately, and whether fees are quoted excluding applicable taxes.","For intercompany arrangements, document the basis for the fee amount to satisfy transfer pricing documentation requirements — arm's-length benchmarking is often required by tax authorities.",{"step":359,"title":360,"description":361,"tip":362},4,"Set the term, auto-renewal, and opt-out window","Choose an initial term appropriate to the relationship — 12 months is common. Set the auto-renewal notice window at least 60 days to give both parties adequate time to evaluate continuation.","Calendar a reminder 90 days before each renewal deadline so neither party is caught off guard by an automatic rollover.",{"step":364,"title":365,"description":366,"tip":367},5,"Define reporting obligations and performance benchmarks","Specify the format, frequency, and content of management reports. If SLAs apply, attach them as a schedule with defined metrics and remedies for non-performance.","Tie at least one reporting deliverable to the payment cycle — for example, requiring a monthly management report before the next invoice is issued — to create a natural compliance checkpoint.",{"step":369,"title":370,"description":371,"tip":372},6,"Tailor the IP ownership and confidentiality clauses","Confirm that all work product created specifically for the client is assigned to the client. Identify any provider IP that will be used in delivery but retained by the provider, and license it to the client for the duration of the agreement.","For management agreements that involve access to sensitive financial or customer data, add a data processing addendum to address applicable data protection law obligations.",{"step":374,"title":375,"description":376,"tip":377},7,"Set the liability cap and indemnification scope","Set the liability cap at an amount proportionate to the risk the services represent — typically 12 months of fees for standard management services. Confirm that indemnification covers third-party claims arising from each party's own negligence or breach.","Check whether the provider's professional indemnity or errors-and-omissions insurance policy covers the engagement — insurers sometimes require a minimum contractual liability cap to honor claims.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute before services commence","Both parties must sign before the provider begins delivering services. Post-commencement signatures can raise consideration issues in some jurisdictions, and operating without a signed agreement creates IP ownership and confidentiality gaps from day one.","Use a digital signature tool to timestamp execution and store the executed copy securely — this is especially important for intercompany agreements that tax authorities may request.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Vague or undefined scope of services","Without a specific scope, disputes arise immediately over what the provider is obligated to do. The client pays a management fee expecting strategic direction; the provider delivers administrative support — and both believe they are performing under the contract.","Describe each management function as a concrete deliverable or activity in Schedule A, with measurable outputs where possible. Review the scope with both parties before execution.",{"mistake":389,"why_it_matters":390,"fix":391},"No transfer pricing documentation for intercompany fees","Tax authorities in the US, Canada, UK, and EU scrutinize intercompany management fees as a profit-shifting mechanism. Undocumented or non-arm's-length fees can be disallowed as a deduction and trigger penalties.","Commission a transfer pricing study or benchmarking memo before setting the fee and retain it as supporting documentation in the event of a tax audit.",{"mistake":393,"why_it_matters":394,"fix":395},"Liability cap set below the actual risk exposure","A cap equal to one month's fee on a $500K annual management arrangement leaves the client with no meaningful remedy if the provider's management decisions cause material business loss.","Set the cap at a minimum of 12 months of fees for standard management engagements. For high-stakes arrangements, consider requiring the provider to maintain professional indemnity insurance with specified coverage limits.",{"mistake":397,"why_it_matters":398,"fix":399},"Auto-renewal with no notice reminder mechanism","Clients who miss a 30- or 60-day opt-out window find themselves bound for another full term, often after the relationship has deteriorated. This is one of the most frequent sources of disputes under management services agreements.","Extend the opt-out notice window to at least 60 days and set calendar reminders 90 days before each renewal date at signing. Include the opt-out deadline in the agreement's cover page or summary sheet.",{"mistake":401,"why_it_matters":402,"fix":403},"No key person clause for high-dependency arrangements","When the value of the management services depends on a specific named individual — a managing director or turnaround specialist, for example — replacement of that person without notice can fundamentally change the nature of what was contracted for.","Identify key persons in a schedule and require the provider to give advance written notice before replacing them, with a client right to approve replacements or terminate on reasonable notice if approval is withheld.",{"mistake":405,"why_it_matters":406,"fix":407},"Omitting post-termination data return and deletion obligations","A provider who retains client data, financial records, or strategic plans after termination creates confidentiality risk and may complicate the client's transition to a new management arrangement.","Include an explicit obligation for the provider to return all client data and work product within a defined period after termination — typically 10 business days — and to certify deletion of any copies.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is a management services agreement?","A management services agreement is a legally binding contract between a client company and a management services provider that defines the scope, fees, and obligations of an outsourced management arrangement. It is commonly used between parent companies and subsidiaries, between private equity firms and portfolio companies, and between businesses and external management firms engaged to run day-to-day operations. The agreement creates enforceable rights on both sides and governs everything from reporting obligations to IP ownership and termination.\n",{"question":413,"answer":414},"What is the difference between a management services agreement and a consulting agreement?","A consulting agreement typically engages an individual or firm to provide advice, analysis, or recommendations on a defined project or question. A management services agreement goes further — it places the provider in an ongoing operational or administrative management role, often with authority to act on behalf of the client in defined functions. The management services arrangement is typically longer-term, involves broader operational responsibility, and carries a higher standard of reporting and accountability.\n",{"question":416,"answer":417},"When should a company use a management services agreement?","Use one whenever a management function is being outsourced to an external firm or formalized between related entities. Common triggers include a private equity firm charging a portfolio company a management fee, a parent company providing shared services to a subsidiary, a business bringing in a turnaround management firm, or a real estate owner contracting a professional property manager. Operating without a written agreement in any of these situations creates IP, confidentiality, and tax documentation exposure from day one.\n",{"question":419,"answer":420},"Are management fees between related companies taxable?","Yes, in virtually all jurisdictions. Intercompany management fees are deductible by the paying entity only if they represent arm's-length compensation for genuine services rendered. Tax authorities in the US (IRC §482), Canada (Income Tax Act), UK (HMRC transfer pricing rules), and the EU (OECD transfer pricing guidelines) all require that intercompany fees be documented and benchmarked against what unrelated parties would charge for equivalent services. Fees that are not arm's-length can be adjusted, disallowed, and subject to penalties. Consider consulting a tax advisor before setting the fee structure.\n",{"question":422,"answer":423},"What should the scope of services in a management services agreement include?","The scope should identify every management function the provider will perform — such as financial reporting, strategic planning, human resources oversight, compliance management, or operational supervision — with enough specificity that non-performance is objectively measurable. It should also identify exclusions explicitly. The clearer the scope, the lower the risk of disputes over what is and is not included in the management fee.\n",{"question":425,"answer":426},"Can a management services agreement be terminated early?","Yes, if the agreement includes termination-for-convenience and termination-for-cause provisions. Termination for convenience typically requires 30 to 90 days' written notice and may trigger a fee for the notice period. Termination for cause — such as material breach, fraud, or insolvency — can be immediate or after a short cure period. Without explicit termination provisions, the right to terminate before the end of the term depends entirely on applicable jurisdiction-specific contract law, which is unpredictable and potentially expensive to exercise.\n",{"question":428,"answer":429},"Who owns the work product created under a management services agreement?","Ownership depends entirely on what the agreement says. Without an explicit IP assignment clause, work product created by the provider may belong to the provider under default copyright rules in many jurisdictions, even if the client paid for it. A well-drafted agreement assigns all work product created specifically for the client to the client, while preserving the provider's ownership of any pre-existing tools, systems, or methodologies it uses in delivery.\n",{"question":431,"answer":432},"Is a management services agreement required to be in writing?","No jurisdiction typically mandates a written management services agreement as a matter of law, but operating without one is a significant risk in practice. Oral or informal management arrangements leave IP ownership, confidentiality obligations, fee entitlement, and termination rights entirely unresolved. For intercompany arrangements specifically, tax authorities require written documentation of the fee basis and service scope to accept the fee as a legitimate deductible expense.\n",{"question":434,"answer":435},"Do I need a lawyer to draft a management services agreement?","For standard management arrangements between unrelated parties, a high-quality template reviewed by a lawyer is typically sufficient. Engage a lawyer when the arrangement is intercompany and involves transfer pricing risk, when the services include authority to bind the client in contracts with third parties, when the fee exceeds $100,000 annually, or when the arrangement is in a regulated industry. A one-to-two hour template review costs roughly $300–$600 and is worthwhile for any arrangement with meaningful financial or operational exposure.\n",[437,441,444,448],{"industry":438,"icon_asset_id":439,"specifics":440},"Private Equity and Investment","industry-fintech","Management fee structures charged to portfolio companies, monitoring agreements, transaction fee provisions, and annual fee amounts that are often benchmarked against 2% of invested capital.",{"industry":161,"icon_asset_id":442,"specifics":443},"industry-real-estate","Property management companies operating residential or commercial portfolios under fee arrangements tied to collected rents, with detailed reporting on occupancy, maintenance, and capital expenditure.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare","industry-healthtech","Management services organizations providing billing, compliance, HR, and operational support to physician practices, with strict HIPAA confidentiality overlays and state-specific corporate practice of medicine restrictions.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing and Industrials","industry-manufacturing","Parent companies providing strategic, financial, and procurement management to operating subsidiaries, with intercompany fee documentation critical to satisfy transfer pricing requirements across multiple tax jurisdictions.",[453,456,459,462],{"vs":106,"vs_template_id":454,"summary":455},"independent-contractor-agreement-D160","An independent contractor agreement engages an individual for a defined project or deliverable. A management services agreement engages a firm for ongoing operational or administrative management of a business or function. The management services arrangement typically carries broader authority, longer duration, higher fees, and more extensive reporting obligations than a standard contractor engagement.",{"vs":56,"vs_template_id":457,"summary":458},"professional-services-agreement-D12716","A professional services agreement is used for project-based engagements — accounting, legal, IT, or consulting work with a defined end point. A management services agreement is used for continuous operational management responsibilities. The key distinction is ongoing authority and accountability: a management services provider manages; a professional services provider advises or executes discrete tasks.",{"vs":246,"vs_template_id":460,"summary":461},"management-consulting-agreement-D568","A management consulting agreement engages an individual consultant to analyze problems and recommend solutions. A management services agreement places an entity in an operational management role with ongoing delivery obligations, authority to act, and defined reporting responsibilities. Use a consulting agreement for advisory work; use a management services agreement when the provider is running or managing a business function.",{"vs":137,"vs_template_id":463,"summary":464},"D{SERVICE_LEVEL_AGREEMENT_ID}","A service level agreement defines performance standards and remedies for a technology or operational service — typically as a standalone document or schedule. A management services agreement is the governing contract that establishes the entire relationship, including fees, IP, confidentiality, and termination. An SLA is most commonly incorporated as a schedule to a management services agreement rather than used as a standalone contract.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Standard outsourced management arrangements between unrelated commercial parties with fees under $100K annually","Free","30–45 minutes",{"best_for":471,"cost":472,"time":473},"Intercompany arrangements with transfer pricing implications, regulated industries, or fees exceeding $100K annually","$300–$800","2–5 days",{"best_for":475,"cost":476,"time":477},"Complex PE portfolio management arrangements, multi-jurisdictional intercompany structures, or arrangements granting the provider authority to bind the client with third parties","$2,000–$8,000+","1–3 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Intercompany management fees between US entities or cross-border related-party transactions are subject to IRC §482, which requires arm's-length pricing and contemporaneous documentation. State law governs the underlying contract — Delaware, New York, and California are the most commonly chosen governing-law jurisdictions for corporate agreements. Non-compete provisions attached to management agreements are subject to the same state-by-state enforceability rules that apply to employment contracts.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","The Canada Revenue Agency scrutinizes intercompany management fees under the Income Tax Act's transfer pricing rules — fees must reflect the arm's-length principle and be supported by written documentation and benchmarking. Quebec-based parties require agreements to be available in French for provincially regulated entities. Canadian courts apply a reasonableness standard to limitation-of-liability and indemnification clauses, and grossly disproportionate caps may be reduced.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","HMRC applies the OECD Transfer Pricing Guidelines to intercompany management charges and requires documentation demonstrating that fees reflect services actually rendered at arm's length. UK contract law imposes a reasonableness test on limitation-of-liability clauses under the Unfair Contract Terms Act 1977, particularly where one party is a consumer or where the clause covers negligence. Post-Brexit, UK GDPR governs data processed under the agreement for parties handling personal data.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU member states apply the OECD Transfer Pricing Guidelines, and several — including Germany, France, and the Netherlands — have enacted domestic transfer pricing documentation requirements with penalties for non-compliance. GDPR applies to any management services arrangement involving personal data, requiring a data processing agreement or addendum. Post-employment non-compete restrictions attached to management agreements typically require financial compensation to the restricted party to be enforceable across most EU member states.",[247,243,454,500,501,250,502,503,504,505,506,507],"non-disclosure-agreement-nda-D12692","service-level-agreement-D778","joint-venture-agreement-D889","adhesion-to-the-unanimous-shareholder-agreement-D848","employment-agreement_at-will-employee-D541","master-service-agreement-D12657","consulting-agreement---long-D12543","operating-agreement-D12696",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":130,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":519},"services-and-consulting","agreement","general","all-stages",[511,515,516,517,518],"contract","legal","management-services","services",0.95,"\u003Ch2>What is a Management Services Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Management Services Agreement\u003C/strong> is a legally binding contract between a client company and a management services provider that governs an outsourced or intercompany management arrangement. It defines the scope of management functions to be performed, the fees payable, reporting and performance obligations, IP ownership, confidentiality requirements, and the conditions under which either party may terminate the relationship. Unlike a general consulting agreement, a management services agreement places the provider in an ongoing operational role — managing a business, a function, or a portfolio of assets — with defined authority and accountability rather than simply delivering discrete advice or project deliverables.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a management arrangement without a signed agreement exposes both parties to serious financial, legal, and tax risk. Without a written contract, there is no enforceable basis for the management fee, no clarity on who owns the strategic plans and operational frameworks the provider creates, and no documented performance standard against which to measure or terminate the relationship. For intercompany arrangements — between a parent company and subsidiary, or a private equity firm and a portfolio company — tax authorities in every major jurisdiction require written documentation of the fee amount and service scope to accept the charge as a legitimate deductible expense; absence of that documentation invites adjustment, disallowance, and penalties. A properly drafted management services agreement closes all of these gaps before the first invoice is issued, and this template gives you a complete, professionally structured starting point you can tailor and execute in under an hour.\u003C/p>\n",1779808985948]