This document sets forth an agreement between a management services provider and a
company obtaining management services. The agreement outlines the scope of
management duties to be provided and further states that the parties have an
independent contractor relationship. It contains both standard clauses as well as
opportunities for customization to ensure that the understandings of the parties are
properly set forth. As drafted, the parties are required to negotiate any disputes and
submit the dispute to a mediator before being submitted to binding arbitration.
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (herein referred to as the "Agreement") is made and
entered into this ___ day of ____________, 20___ (herein referred to as the “Effective Date”),
by and between ___________________________________ (herein referred to as the
"Company") whose offices are located at _________________________________ and
___________________________________ (herein referred to as the "Management") whose
offices are located at _______________________________, hereinafter collectively referred to
as the “Parties.”
IN CONSIDERATION of the mutual covenants contained herein, the Parties agree as follows:
1.1 Company hereby retains Management as an independent contractor to perform
management and administrative services (the “Services”) on its behalf, as described more fully
1.2 Management shall perform such other work as agreed upon in writing by the Parties from
time to time.
1.3 Management may render similar services to other persons, firms, or corporations during the
Term of this Agreement, provided that such services do not relate to matters that may be
confidential or directly competitive or adverse to Company. In a case where Management is
considering a proposal to render services to a third party that may have interests that are directly
competitive or adverse to Company, Management shall seek and obtain the written consent of
Company prior to accepting said employment. Company at all times hereunder may not
unreasonably withhold its consent.
2.1 Management shall devote its best efforts to the performance of the following Services:
A. General management services, including (i) the services of executive, operating,
legal and financial officers and other personnel; (ii) advice concerning the preparation of
budgets, forecasts, capital expenditures, financing, and long range strategic planning; and (iii)
such other general management services as may from time to time reasonably be requested by
B General administrative and technical services, advice and direction, including (i)
accounting, including cost accounting, inventory control, tax compliance and reporting systems
services; (ii) legal, trademark and patent advice, including advice with respect to compliance
with applicable legal regulations, patent applications and prosecutions; (iii) market servicing,
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product pricing and costs controls and evaluations; (iv) preparation of advertising and publicity
literature and other materials; (v) providing, training and supervising sales representatives and
support staff and providing guidelines and policies for sales representatives and other direction,
as may be necessary, for promoting sales; (vi) purchasing services; (vii) import-export advice;
(viii) preparation of reporting forms; and (ix) such other general administrative and technical
services as may from time to time reasonably be requested by [Company].
2.2 Management shall, in its rendering of Services hereunder, utilize a standard of duty and
care equal to that of a reasonably prudent person acting on its own behalf in similar
3.1 In consideration for the rendering of Services under this Agreement, Management shall
be entitled to payment from Company as detailed in Schedule A attached herein.
3.2 Management shall, on a [Instruction: Insert the payment interval, for example, bi-
monthly monthly, quarterly] basis, invoice for Services provided. Payment shall be due 30 days
3.3 Company shall provide reimbursement for reasonable out-of-pocket expenses actually
and necessarily incurred for [Instruction: Insert all out-of-pocket expenses for which Company
will reimburse Management, for example, all travel, meals, lodging, mileage, etc.] in
connection with providing Services hereunder.
4.1 The term of this Agreement shall begin on ___________ and shall continue until such
time as either party shall serve notice to the other in writing of its decision to terminate this
Agreement. In the event a notice of termination is served, the Agreement will terminate at the
conclusion of the quarter in which such notice is given. [Instruction: Parties may agree on a
different termination date]
4.2. This Agreement may be terminated immediately upon written notice as follows:
A. by either Party in the event the other Party shall fail to perform any of its
obligations hereunder and shall fail to remedy such non-performance within 30 days after written
B. by either Party, upon notice to the other Party, in the event that the other Party
shall be declared insolvent or bankrupt or make any assignment or other arrangement for the
benefit of its creditors or to be dissolved or liquidated.
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4.3 Upon termination of this Agreement, all rights and obligations hereunder shall terminate,
except for the rights and obligations in respect of payment for Services and reimbursement
pursuant to Article 3.
5.1 Neither party shall be liable to the other party or to third parties for the acts or omissions of
the other party. Each party shall indemnify, assume the defense of, and hold harmless the other
party and its directors, officers, employees, and agents from every claim, loss, damage, injury,
expense (including attorney’s fees), judgment, and liability of every kind, nature, and description
arising in whole or in part from the indemnifying party’s negligent, fraudulent, or illegal acts or
omissions except, as to the party requesting indemnification, to the extent such liability results in
whole or in part from the unauthorized, negligent, fraudulent, or illegal act or omission of the
party requesting indemnification.
VI. DISPUTE RESOLUTION
6.1 The Parties hereto shall endeavor to resolve any differences of opinion which may arise
between them with respect to the provisions of this Agreement by negotiation between
themselves personally or with the assistance of their attorneys and unless in the opinion of any
party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being
addressed otherwise, no party shall commence any public proceedings until the negotiations have
failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties
hereby agree to make themselves available on short notice and to negotiate promptly and in good
faith, any matter any party may wish to negotiate.
6.2 The Parties agree to obtain the assistance of a mediator should any party be of the opinion
that the assistance of a mediator would assist in an expeditious and amicable resolution of the
matter in dispute. The costs of any such mediator shall be shared equally by all of the Parties
involved in the dispute.
6.3 If negotiations are conducted with the assistance of a mediator and no agreement is
reached, the mediator shall be instructed to proffer no opinion as to the position maintained by
any party and to make no report unless directed to do otherwise, in writing, by all of the Parties.
6.4 The Parties hereto agree that no report of anything said or of any admission or
communication made in the course of the negotiations or mediation hereinbefore described shall
be used as evidence or shall otherwise be admissible in any legal proceeding, except with the
consent, in writing, of all of the Parties.
6.5 If in the opinion of any party, acting reasonably, it is unlikely to expect the matter in
dispute as between the Parties to be resolved by continued negotiations or continued mediation
as hereinbefore provided, or if the matter is of such a significant nature to warrant it being
addressed otherwise, then the matter in dispute shall be submitted to and shall be subjected to
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binding arbitration pursuant to the rules of the American Arbitration Association. The prevailing
party shall be awarded reasonable attorneys’ fees and costs.
6.1 Each of the Parties in any suit, action or proceeding arising out of or relating to this
Agreement, irrevocably (i) submits to the jurisdiction of the state courts of the State of [Insert
Name of State] over any suit, action or proceeding arising out of or relating to this Agreement,
(ii) waives to the fullest extent enforceable under applicable law any objection which it may now
or hereafter have to the above venue of any such suit, action or proceeding and any claim that
any such suit, action or proceeding brought in such court has been brought in an inconvenient
forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it
may now or hereafter have to the above mentioned court having jurisdiction of the Parties hereto
and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any
such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be
conclusive and binding upon it. In any suit regarding the Agreement, the prevailing party shall be
entitled to reasonable attorneys’ fees and costs.
7.1 This Agreement contains the entire agreement of the Parties, superseding any prior
written or oral agreements between them on the same subject matter. Any change, modification,
or waiver must be in writing and signed by both Parties.
7.2 The Parties shall not assign any of their obligations or duties under this Agreement
without the prior written consent of the other party, which consent shall not be unreasonably
withheld. This Agreement is binding upon and for the benefit of the successors and permitted
assigns of the Parties.
7.3 This Agreement shall be construed as to both validity and performance and enforced in
accordance with and governed by the laws of the State of [Insert Name of State].
7.4 Nothing in this Agreement shall be construed as giving any person, corporation, or other
entity other than the Parties any right, remedy, or claim under or in respect of this Agreement or
any provision hereof.
7.5 Any notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be sufficiently given or made by delivery or by post or
by telecopy or similar facsimile transaction (with confirmation of accurate or complete
transmission obtained by sender) or by other electronic means of communication to the
respective Parties. Any notice so given shall be deemed conclusively to have been given and
received when so personally delivered or posted or so telecopied, transmitted, except that any
notice delivered after 5:00 p.m. on the date prior to a non-business day shall be deemed to have
been received at 9:00 a.m. on the first business day following delivery. Any party may change
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its address, facsimile transmission number by notice to the other of them in the manner set out
Notices to the Company shall be sent to:
PERSONAL AND CONFIDENTIAL
Fax: (___) _________________
with a copy to:
Fax: (___) _________________
Notices to the Management shall be sent to:
PERSONAL AND CONFIDENTIAL
Fax: (____) ________________
with a copy to:
Fax: (____) _______________
7.6 This Agreement may be executed in counterparts, each of which shall constitute an
original but all of which together shall constitute one and the same instrument.
CLIENT: [NAME OF COMPANY]
(Typed or Printed Name)
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CONSULTANT: [NAME OF MANAGEMENT]
(Typed or Printed Name)
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