What Should a Managed Services Agreement Include?

For a business outsourcing marketing operations, creative production or administration to Vietnam, the aim is practical: both teams should understand how the service will work before delivery begins.

You do not need a complicated fee breakdown to achieve that. Start with the agreed service, the support included and the process for approving changes.

This guide is a commercial planning checklist, not a contract template or jurisdiction-specific legal advice. Have the final agreement reviewed for the countries, entities and activities involved.

What is a managed services agreement?

A managed services agreement records the terms under which a provider takes responsibility for an agreed service. For business operations, that might include coordinating recurring work, reviewing outputs and reporting progress.

The scope should make those responsibilities explicit. A promise to supply a person does not, by itself, explain who will manage the process or check the work.

For example, a creative production service could cover receiving approved briefs, organising production, checking files and managing agreed revisions. The client could retain responsibility for campaign strategy, factual claims and final publication approval.

The agreement should reflect that division of responsibilities.

If you are still comparing providers, read How to Choose a Managed Services Provider in Vietnam.

Agreement, statement of work and SLA: what is the difference?

You can organise the terms into a main agreement and supporting schedules.

These do not have to be four separate files. What matters is that the applicable documents are clearly identified, consistent and incorporated into the agreement.

Spell out which document takes priority if terms conflict. Agree how future scope changes become binding.

1. Name the parties and define responsibility for delivery

Use the legal names of the organisations entering into the agreement, rather than relying only on a trading brand.

Confirm:

• Which entity signs the contract.
• Which entity invoices the client.
• Which entity carries out the work.
• Whether other providers or subcontractors will be involved.
• Who remains accountable for the contracted service.

This matters when the commercial contact and delivery team are in different countries. Ask how those arrangements affect instructions, escalation, confidentiality and access to your systems.

Also identify the people authorised to approve changes. A request from a colleague should not automatically become an unapproved increase in scope or cost.

Question to resolve: Who is responsible to us for delivery, including work carried out by other parties?

2. Describe the service in terms of actual work

“Marketing support” or “administration services” leaves too much open to interpretation.

Define the workflows, expected outputs, normal volume and delivery frequency. State what is included and what requires a separate agreement.

For example:

An illustrative creative scope might say:

That description still needs the actual volumes, turnaround arrangements and revision terms added. It provides a concrete starting point for discussion.

Keep the scope accessible to the people using the service, not just the people signing the contract.

3. Assign provider and client responsibilities

Managed delivery still depends on decisions and information from your business.

Record who:

• Supplies complete briefs and source information.
• Gives access to tools and approved assets.
• Assigns and supervises delivery work.
• Reviews quality before submission.
• Approves outputs or authorises external actions.
• Handles questions and escalations.

Agree what happens when an input, approval or system access is delayed. For example, delivery dates may need to be reset after a missing brief is completed. The process should require communication rather than leaving either team to guess.

For sensitive actions, such as publishing a campaign or changing a live workflow, identify the approval required before execution.

Question to resolve: What will our team still need to do each week?

4. Set useful service levels and quality checks

Choose measures that match the work you are buying.

A business process agreement should explain delivery and accuracy expectations. Infrastructure uptime measures alone would not tell you whether campaign files were checked or customer records were updated correctly.

For each commitment, define:

• What is measured.
• When the measurement starts and stops.
• Which working hours and time zone apply.
• What counts as a complete request.
• How client delays and other dependencies are handled.
• What happens if the commitment is missed.

Distinguish acknowledgement from completion. A quick response confirming receipt is different from a finished task.

For creative work, record the review criteria and how corrections differ from a new brief. For administration, define how accuracy is checked and exceptions are reported.

Agree a review period and acceptance process for deliverables. Address whether silence has any effect on acceptance; do not leave it implicit.

Targets should focus on work the provider can reasonably control. Delivering approved campaign assets on time is different from guaranteeing sales.

5. Keep fees clear and changes predictable

The commercial section should let you answer three questions:

1. What service are we paying for?
2. What management and support are included?
3. What must we approve before the price changes?

Record the agreed fee, billing currency, invoicing frequency, payment deadline and applicable tax treatment. Identify any separately chargeable setup work or third-party costs.

If the fee depends on volume, define the included volume and how extra work is approved. If fees can be revised, state the process and notice.

A simple change process can be:

This is a suggested operating approach, not a ready-to-sign legal clause.

Can a managed services agreement stay affordable?

Yes—a practical way to work within a budget is to agree a focused initial scope, the management included and a clear fee for that scope. Whether a proposal is affordable depends on your budget and the work covered.

You do not need to purchase every service at the outset. Define the recurring work that matters first, then review additional needs separately.

For more on that decision, read Managed Services vs Hiring In-House.

6. Agree communication, working hours and escalation

Record the service hours, time zone, meeting schedule and main communication channel.

For a UK or Singapore business working with a Vietnam team, specify the actual availability you agree. Do not assume that delivery from Vietnam includes full coverage of the client's working day.

Address public holidays, planned absences and urgent requests. State whether any out-of-hours support is included.

Include an escalation contact and a simple route for unresolved issues. The agreement should explain who reviews a recurring problem and how corrective actions are tracked.

Question to resolve: If an important task is delayed, who will tell us, and what happens next?

7. Cover confidentiality, data protection and system access

Confidentiality terms should address business information such as customer lists, commercial plans, unpublished creative work and internal documents.

Personal data needs additional attention.

Where UK GDPR controller–processor rules apply, the ICO says the contract must describe the processing and cover instructions, confidentiality, security, sub-processors, assistance, end-of-contract handling and audit provisions. A general confidentiality clause alone does not cover those requirements. ⁠^[1]

The ICO also explains that allowing a separate organisation outside the UK to access personal information on UK systems can constitute a restricted international transfer. Server location alone does not settle the issue. The applicable transfer arrangements should be assessed before access begins. ⁠^[2]

For Singapore organisations, the PDPC's guidance on managing data intermediaries addresses overseas processing and legally enforceable obligations to provide protection comparable to the PDPA. Confirm the arrangements applicable to your data flows. ⁠^[3]

In practical discussions, establish:

• What information the provider needs and why.
• Who may access it and from which locations.
• Which systems and devices are approved.
• How accounts are granted, reviewed and removed.
• How security incidents are reported and handled.
• What happens to information when the service ends.

If AI tools are involved, agree which tools and uses are permitted, what information may be entered and what human review is required. Do not leave permission to use client information in external tools unstated.

8. Clarify ownership and permitted use of work

State what you will receive and what rights you will have over it.

Address final outputs, editable files, documentation, code and automation configurations where relevant. Separate newly created work from existing provider materials and third-party assets.

UK Intellectual Property Office guidance explains that commissioning copyright work does not automatically make the commissioner its owner; ownership should be agreed in writing. ⁠^[4]

Discuss:

• Which rights transfer to the client, and when.
• What remains licensed rather than transferred.
• Any restrictions on fonts, images, software or other third-party assets.
• Whether source files and documentation are included.
• Whether the provider may display the work or identify you publicly.

The right arrangement depends on the deliverables. The key is to know what you can use, modify and hand to another provider.

9. Address missed commitments and business continuity

Agree a process for identifying a delivery problem, communicating its impact and correcting it.

For recurring issues, define an escalation and review process. If service credits, correction periods or termination rights are agreed, record when they apply and how they interact.

Also address continuity when a team member leaves, a system becomes unavailable or a key dependency fails. Ask what documentation and handover arrangements support continued delivery.

Have the liability, indemnity, insurance and dispute terms reviewed against the actual service and risks. Avoid treating a generic liability limit as suitable for every engagement.

The contract should identify the governing law and how disputes will be handled, particularly where the parties operate across borders.

10. Plan renewal, termination and handover

Record the start date, initial term, renewal process and notice requirements.

If renewal is automatic, make the cancellation deadline clear. Explain the circumstances in which either party may terminate, any opportunity to remedy a breach and any agreed exit charges.

The handover arrangements should cover:

• Outstanding work and final payments.
• Delivery of agreed files and documentation.
• Transfer of relevant account control.
• Removal of provider access.
• Return or deletion of information, subject to applicable retention requirements.
• Transition assistance, including its duration and any fee.

A defined exit process gives both sides a clearer basis for the relationship from the start.

Managed services agreement checklist

Use this table to review a draft with your provider. Mark each item confirmed, needs clarification or not applicable.

Frequently asked questions

Is a managed services agreement the same as an SLA?

They serve different purposes. The services agreement sets out the overall relationship and contractual terms. An SLA defines agreed service performance, measurement and responses to missed commitments. The SLA can be part of the main agreement or a supporting schedule.

Does every managed service need a long contract?

Length is not the main test. The documents need to explain the actual arrangement and address applicable legal requirements. A narrowly defined service may use a shorter scope schedule than a service involving multiple workflows and sensitive information.

Can we start with one process and expand later?

You can propose that approach. Define the initial scope and a written process for agreeing additional work, capacity, fees and timing. Expansion should follow an agreed change rather than an informal assumption.

Should the agreement guarantee business results?

Distinguish delivery commitments from commercial outcomes. You can agree measurable commitments for the provider's work. Revenue or customer conversion may also depend on pricing, strategy, market conditions and client decisions. Any outcome commitment needs clearly defined assumptions and responsibility.

What if we are unhappy with the work?

The agreement should explain how to raise the issue, what correction or review process applies and what options exist if the problem continues. Check those terms before signing rather than relying on a general promise of satisfaction.

Can we use this checklist as our contract?

No. It is a discussion and review aid. The final contract needs terms appropriate to your service, data, entities and jurisdictions.