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:
I. ENGAGEMENT
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
herein.
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.
II. SERVICES
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
[Company]; and
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
circumstances.
III. FEES
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
after invoicing.
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, milea