Letters of Intent

"Management support" sounds like a collaborative and comforting phrase—until something goes wrong and nobody knows who is legally liable. In this episode of Letters of Intent, Pankaj Raval and Sahil Chaudry take a deep dive into Management Services Agreements (MSAs), specifically focusing on how they operate within the hospitality and healthcare sectors.
They explore how small businesses and growing enterprises leverage MSAs to bring in operational expertise, from hotels utilizing third-party operators to healthcare clinics structuring "Friendly PC" models with Management Services Organizations (MSAs). Pankaj and Sahil break down the critical clauses every owner must fiercely negotiate, including decision-making authority, economic structures, regulatory compliance (like HIPAA), brand standards, and the crucial IP protections required if the relationship terminates.
Takeaways
  • It is About Control, Not Just Support: An MSA doesn't just hire a vendor; it hands over the day-to-day operations of your business. If you do not clearly define the line between day-to-day authority and major strategic decisions, you risk losing control of your own enterprise.
  • The Franchise Risk: In hospitality, hiring a management company that is not approved by your franchisor can trigger a breach of contract, resulting in massive penalties and the potential loss of your flag.
  • The Friendly PC Model: In states like California that prohibit the corporate practice of medicine, MSAs are the critical legal bridge allowing non-physician investors to provide capital and administrative support to medical clinics through a Management Services Organization (MSO).
  • Contracts Require Controls: A beautifully drafted MSA means nothing if the ownership team becomes completely passive. Owners must actively oversee spending thresholds and operational metrics to ensure the management company isn't being loose with the purse strings.
  • Protect Your IP on Exit: When an MSA terminates, you must explicitly mandate that the management company cannot reverse-engineer your brand assets, SOPs, or customer data to use for competing clients.
Soundbites
  • "Today we're talking about the management services agreement, which sounds helpful and collaborative until you realize it's really about control, money, liability, and whether someone quietly gave away half your business without noticing."
  • "I always talk about the importance of good contracts and good controls, and I think you have to have both for any successful business."
  • "Hospitality is where operational ambiguity becomes a Yelp review, then a claim, then a meeting everyone describes as productive, while internally everything's unraveling."
  • "If the contract doesn't clearly assign authority, responsibility, and risk, then the parties will do it later through conflict, which is almost always more expensive."
  • "Business management support is a comforting phrase right up until nobody knows who's liable."
Keywords
Management Services Agreement, MSA, Friendly PC Model, MSO, Hospitality Management, Healthcare Compliance, Carbon Law Group, Business Controls, Franchise Agreements.

🔗 Learn More
Website: carbonlg.com
Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/
Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

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Creators and Guests

PR
Host
Pankaj Raval
Founder of Carbon Law Group
SC
Host
Sahil Chaudry
Corporate attorney with Carbon Law Group, P.C.

What is Letters of Intent?

Conversations with business leaders and changemakers on how they built their business and what keeps them going.

Pankaj Raval (00:00)
Today we're talking about the management services agreement, which sounds helpful and collaborative until you realize it's really about control, money, liability, and whether someone quietly gave away half your business without noticing.

Sahil (00:12)
especially in healthcare and hospitality where management support can mean anything from scheduling staff to accidentally stepping on a regulatory quicksand. Pankaj, we deal a lot with healthcare companies and hospitality and this agreement is something that we draft often and it has critical terms.

Pankaj Raval (00:30)
Absolutely, absolutely Sahil. And to our listeners, welcome back to Letters of Intent. This is the podcast for deal makers and risk takers. If you're one of those, then you're in the right place. I'm your co-host, Pankaj Raval, founder of Carbon Law Group, and I'm joined today by my trusted co-host, Sahil Chaudry. Sahil, how are you?

Sahil (00:46)
doing great and I'm very happy to be here.

We deal with this all the time, Pankaj. We talk about management services agreements in the context of hospitality in the context of healthcare, primarily. I was just thinking about right now, we work with hotels and they often have management service agreements with management companies. So for many people who aren't in hospitality, they might not know that when you walk in that door of a Sheraton or a Hilton, oftentimes,

a separate company that's doing the management separate from the owners. That might come as a surprise to a lot of people.

Pankaj Raval (01:20)
Absolutely, absolutely. Yeah, I mean, are really important agreements that people don't realize the kind of these agreements until they're really in them and a lot of nuance here that needs to be looked at needs to be resolved. what happens on transitions? Are these parties equipped to do what they're told they need to do? Do they have the same kind of you want for, in terms of approaching the business?

they approved by the franchise or the We work with different hotel franchise brands and sometimes these management companies may not be approved. So how does that affect your relationship with a franchisor ? These are really important questions that business person needs to understand and handle as they get into these agreements.

Sahil (01:58)
I also think that's a great point for anyone who's an entrepreneur and thinking about getting in hospitality and thinking, I don't have the expertise to run a hotel. In fact, oftentimes the ownership and management are separate. So if you have the expertise to be a business person, there are professional management companies that have the experience to run a hotel for you on your behalf. And so when it comes to billing, collection, staff, administrative systems, vendor management, marketing,

compliance support, tech implementation. these management companies, you'd be surprised how much they really do and how common this setup really is.

Pankaj Raval (02:32)
I mean, it sounds like it's not just standard vendor contract. Is that what you're saying?

Sahil (02:36)
Yes, that's right. A management services agreement is not just a single vendor contract. It's basically hiring someone to handle the day to day operation of your business. So they, in fact, will be the ones contracting with other vendors as well. I thought that was a great point where you just mentioned about, we deal a lot with franchises when it comes to hospitality and hotels. That's a critical issue is, is this management company actually approved by

the franchisor. What are some situations you can get into if you don't have an company dealing with a franchisor?

Pankaj Raval (03:10)
could jeopardize your full franchise potentially, if you're not in compliance with your franchise agreement now, are you potential claims of breach? Right? Do you have to now deal with certain issues with your franchisor? Maybe they have penalties or damages that they're saying, okay, you have to pay some penalty or administrative cost if you are using a management company that they don't approve because you could be harming their brand.

large companies take it very seriously and it's something to really consider for anyone who has a hotel, a hotel franchise, looking to buy one. You want to make sure the right people in place run your hotels.

Sahil (03:42)
And you're talking about a lot of money at state care. so, you know, oftentimes you have a hotel with multiple members who are owners and they're trusting a management company to make decisions. So for example, there are a lot of lines you need to draw in a management services agreement. For example, who gets to spend money and when and what amount. So I want to turn to kind of decision making authority.

Pankaj Raval (03:45)
Yeah.

Sahil (04:05)
For example, can the manager make decisions or just recommendations? What would require owner approval? What is day-to-day operational authority versus strategic authority? Sometimes, for example, you want the owners to make a decision on an acquisition another hotel or a merger, but you want the manager to be able to fire or hire or your property managers, for example. So how should clients

think about decision-making authority and where to draw the line.

Pankaj Raval (04:34)
Yeah, it's a good question, but I think it's a balance of like autonomy, but also checks and controls. I always talk about the importance of good contracts and good controls, and I think you have to have both for any successful business. And especially, when it comes to negotiating a good management agreement, you need that. But also you need controls over the management company to make sure that they're doing what they said they're going to do. So, you want to give them control to hire people, but you also want to be on top of

how their spend is, because oftentimes what I see it's not their money, they will be a little bit looser with the purse and perhaps spend on things that you didn't maybe agree to or maybe not as cost conscious sometimes as an owner might be. So these are things you wanna be on the watch for and really, can't be just a passive you or someone on your team has to also be overseeing these management

to make sure that they're doing the job that you hired them to do.

Sahil (05:24)
So do management companies offer a flat fee model? Is it percentage based? Are there incentive bonuses? What's the compensation structure usually?

Pankaj Raval (05:34)
It can be a mix, honestly. We see flat fees, see percentages of revenue, incentive bonuses, there's also generally reimbursement of expenses. So we see a mix, we see sometimes a few different elements mixed into one agreement, like a lower flat fee than a percentage of revenue. I think prefer to get the lowest flat fee possible because you wanna really have your interests aligned. And I think they're aligned when you're giving on percentage.

revenue, but also you also want to make sure they're controlling costs, right, too, because if you're making revenue but your costs are crazy high and you have no profit, that's not good for you either. So you have to also be cognizant of some of those risks when you are sharing

Sahil (06:11)
That makes sense. In fact, in healthcare, it works in a very similar way. We work on MSAs in the healthcare space as well. So, for example, often there's a structure that is used called the friendly PC model, meaning there's a physician and a professional corporation associated with the physician. But because you can't invest if you're not a doctor into a medical corporation, instead there's

MSO, management services organization that gets created. That organization handles invoicing, billing, admin. And there's usually an arrangement between the MSO and the professional corporation. And so a percentage of gross revenues is usually allocated MSO to be able to provide those services to the physicians, to the professional corporation. This is a structure we actually see often where you have a management company that's

providing these kind of back-end administrative services because it has the expertise to do that.

Pankaj Raval (07:06)
Absolutely. Yes Sahil. I mean, I think it's also good to important to point out that for all the listeners that this really to California. You know, we're talking about the structure here. There's federal requirements, compliance requirements and also state level compliance requirements. So it really depends on what state you're in to ensure that you are compliant with those state because we're both licensed in California and I'm also licensed in Arizona. But we're going to be focusing mainly on California rules

are good things to keep in mind in any state you're in. But yeah, you have to be conscious of what are those regulations between fee splitting, sharing, ownership in these health care entities so you don't end getting in trouble and violating one of the regulations locally or federally.

Sahil (07:45)
you

So for example, in healthcare, you're often the main regulation you're dealing with is HIPAA when it comes to an MSO because you have to protect patient information. At the same time, I'm thinking about these management companies that are dealing with hotels, they're getting all kinds of private information, credit card information. In the era of AI tech, information leaks are that's a big responsibility. And I would imagine that the

management services organizations need to carry the right insurance, they need to have the right protocols to protect all the information they're getting, and the owners are exposed, so you really need to have a management company that you trust, especially in this era where there can be cyber attacks, there can be data leaks, there's a lot of personal private information, whether it's

medical information, financial information that needs to be protected. I think you really, when you're selecting your management organization and when you're building out that management agreement, those kinds of protections, I think we always advise to ensure that those types of protections are built in so that nothing gets blown back on the ownership.

Pankaj Raval (08:35)
Mm.

Absolutely.

Absolutely, So true, so true. Sahil, we help a couple of clinics here in LA with their operations and management. And are some of the biggest risks you see with these and this structure MSO or PC model with the management services agreement attached?

Sahil (09:07)
I think it's compliance. It's that this model is a completely compliant model, but there are a lot of rules you have to follow. So for example, you need to ensure that you have a business associate agreement between the MSO, management services organization, and the physician's company. And so that's a critical component. You need to make sure that

the patient information is protected in a compliant manner. And so I think the biggest advantage is the PC is able to get the support of a management services organization and you're able to attract investment in that company. So the benefit is capital, but the risk, it comes down to compliance. You need to have an attorney draft up these agreements because HIPAA compliance is very strict and you need to ensure where things go wrong is someone is not

complying with HIPAA and some kind of data gets kind of patient information during an intake gets leaked, and now it's floating around the staff, that can result in serious penalties. And so you need to make sure that the, whatever regulatory agency regulates your industry, and when it's healthcare, you're dealing with you need to make sure that controls are placed to ensure that

there aren't gonna be penalties imposed on ownership, as well as the management company. The management company has to pay attention to that as well. But compliance with regulations, which are not always intuitive, they need to be followed and they need to be researched and built into the agreements, but you can't guess at this stuff. You have to have agreements that reflect the actual regulations and up-to-date regulations.

So in hospitality, the legal problem is usually less about regulation and it's more about brand standards, service consistency, staffing responsibility, property risk, customer experience, revenue accountability, and reputation. Out of those, I would say maintaining brand standards, especially for franchises, which is where we have a lot of our clients, that's critical.

Pankaj Raval (10:43)
you

Sahil (11:02)
You start missing the mark on brand standards and all of a sudden your franchise is in jeopardy and you can be subject to penalties, that's very dangerous. There also

requirements related to elevators, for example, when it comes to the fire department, there are permitting requirements. There's a ton of compliance involved when it comes to hotels. And so you do need to ensure that the management company knows how to stay up to date. And then let's just talk about the business risk. The business risk is, are the customers satisfied? Are they

getting what they need from the concierge? Do they feel like they're being taken care of by the hotel? Those aren't necessarily legal risks, but those are important business risks where you want your guests to have a great experience. That's how you're going to grow.

If we're talking about liability, one other issue is who's responsible for on-site incidents, trip and fall If the hotel is the one responsible for cleaning the space and making sure that the health standards are at the required level, who's responsible when things go wrong? Those are things that need to be allocated in the management services agreement.

Pankaj Raval (12:05)
absolutely. And it sounds like, in hospitality management, agreement can quietly become the operating manual for the whole guest experience. Is that right?

Sahil (12:13)
absolutely. When things go wrong, nobody wants to hear, well, technically that was the other party's operational bucket. The guest just knows that the wedding was late and the air conditioning died. so, you need to deal with the legal architecture on the back end, but you need to be aware that things are to go wrong and who has to foot the bill when things go wrong. That's a very important part of the management services agreement. And we talk about this often that

there are who's paying the bill. And also when you have an indemnification that's always followed by insurance obligations, people typically ignore, the insurance schedule and what the requirements are in terms of liability. But that's really important. And when when you do run into a problem, you want to make sure that your management company is properly insured to be able to take care of the things they said they would take care of.

Pankaj Raval (13:00)
Absolutely,

Yeah, good.

Sahil (13:02)
I

do want to ask, Pankaj, you've drafted hundreds of these agreements. What are some of the clauses that you tend to emphasize or that you're mostly paying attention to when it comes to the management services agreement?

Pankaj Raval (13:13)
I think when it comes to like management services in the context of hotels or hospitality or healthcare. Okay, when it comes to management services agreements in context of like hospitality, we've quite a few in healthcare as well, but for hospitality, you really wanna think about is like performance standards.

Sahil (13:18)
Yeah.

Pankaj Raval (13:30)
and supervision, insurance obligations like you mentioned, maintenance, safety responsibilities, brand use and quality standards, budget approval rights, spending authority, vendor contracting authority, and kind of also crisis response, right? These are all key operational terms that you wanna make sure are clearly spelled out in that management services agreement.

Sahil (13:49)
I noticed there are a few places where things really go wrong because it's quite surprising sometimes how informally hospitality operates even at double digit million figures, but you'll see, a member of a hotel emailing employee directly, in the middle of the day, you'll see really unclear responsibility for accidents or property damage.

see a management fee that's tied to revenue, but no performance obligations. You see no defined approval thresholds for spending. So all of a sudden the members are going after the manager saying you spent too much money, but the manager thought it was their responsibility to do that. You see weak termination and transition language. And then in terms of brand,

no control over brand usage. What are the usage rights for the brand, terms of where can that brand name be placed? And that matters when there's a franchise agreement, especially. And then also public communication. When there's some kind of an incident or there's some kind of an event, who's communicating on behalf of the hotel? Is it the ownership or is it the manager?

Pankaj Raval (14:47)
Absolutely.

So it sounds like hospitality is where operational ambiguity becomes a Yelp review, then a claim, then a meeting everyone describes as productive, while internally everything's unraveling. Is that? Yeah, yeah.

Sahil (14:57)
That's right. That's right. That's where,

there's operational ambiguity, there are a lot of emails saying, let's circle up here on this. So please find attached, XYZ complaints. Yeah, it starts as a Yelp review and it turns into a legal matter.

Pankaj Raval (15:12)
Absolutely And

I've been on both side of these things, actually funny enough I had a family friend who had at a hotel in it was terribly managed the management company really just messed everything up didn't have enough staff, messed the rooms the reservations you name

things that went wrong went wrong and they got me involved as their family lawyer because they're friends of they were some of my best friends, I couldn't say no and here I had to go back and forth with this management company and dissected their management agreement which was pretty bad, honestly. I was like, you guys really need to hire someone. I told them point blank on the phone, I was like, you need to hire someone to redo this for you. This is very bad. Of course we didn't yeah, yeah, I was like, and it really got me really bit of the ass to tell you the

Sahil (15:46)
Yeah.

It's the most critical agreement.

Pankaj Raval (15:55)
it really became a problem for them because a problem with an event and it was, done poorly. And now we look to the contract and say, what does this contract say? And it was really, bad. It was a contract with between the hotel and the for the wedding, which is one thing was, really bad, but then even their internal contracts were very bad. So they think all that really matters and the quality of these, the company that you're hiring.

and the point of that story is that, when it doesn't work, it becomes a big, big mess for the owners and for the management company. So having a really strong agreement in place is critical, but also the management company needs to have strong agreements that it's using with its guests too. So you need to ensure that it's using competent counsel as well and not like trying to shortcut anything when it is dealing with guests to ensure it's

Sahil (16:40)
And I like how you brought up termination. No one likes to talk about what happens at termination. No one thinks they're going to have to terminate, but it happens very often. And at that point, who owns what data? Let's say your management company has collected all of this guest data over five years of working with you. Can they turn around and flip that customer information and use that for when they start managing a new hotel?

Pankaj Raval (16:48)
Right.

Yeah.

Right, right, exactly.

Sahil (17:06)
You know,

we need to make sure that brand assets, the customer data, the SOPs, reports, contracts, all of the protocols that you have built and developed and made. Now this management company has that information. Do they get to just reverse engineer and use it? That's something that has to be determined. As the attorneys, if we were advising someone who's an owner, we would say no. We would say,

need to protect your IP and that IP provisions would survive any kind of termination.

Pankaj Raval (17:34)
Absolutely, absolutely super super important. So Sahil maybe we can walk us through a few of the kind of the biggest negotiation terms that you see in these types of agreements from authority, economics, compliance, exit, ownership, where do you think are some important deal points to really be aware of?

Sahil (17:43)
Yeah.

Yeah, number one is authority. Who can actually do what? This is the center of the whole deal. So who gets to recommend versus who gets to decide? And we would generally say your day-to-day operations are decided by your management company and the big picture decisions, major capital investments or major decisions, those fall to the ownership. Second, we talk about economics. How is the manager paid? So...

Is it a flat fee or is it an incentive fee? Most often we see a percentage of revenue. And even though I would say, when you're tying something like this to, especially in the context of a hotel gross revenue, you're not exactly incentivizing the most cost conscious management because the person is focused on sales more than net profit. However, it becomes very difficult to calculate net profit as part of these fees.

because you have a number of line items and then you have to negotiate what's included and what's not included as a deduction before you get to the management company's fee. So we see that less often. Sometimes we see flat fees, but we would typically advise an incentive fee is appropriate, something off of gross revenue is appropriate, and that does incentivize the management company to promote the hotel, to get more sales in the door.

And then we do see reimbursements for certain expenses. Let's say the hotel has to, there are certain expenses that the management company has to take care of themselves. And then outside of that, there are certain expenses that the company needs to be, excuse me, the management company needs to be reimbursed for. And we also see thresholds tied to KPI. So let's say the company hits certain metrics, certain targets.

the ownership usually will reward the management company with some kind of incentive bonus. The next section that I would say that's very important is compliance and risk allocation. This is very important to healthcare, but it definitely applies in hospitality too. Who is responsible for compliance failures? Who has to investigate these issues? Who reports the breaches? And who bears the regulatory risk when things go wrong and an agency comes after you? Who has to foot the bill for legal

and who has to pay the penalties? And then something that you were just touching on, are exit rights. When do you get to terminate? Sometimes an agreement goes for a year with automatic renewals. Other times it can be a multi-year agreement with automatic renewals. We see that often. If you're the ownership, you want to negotiate for as little of a commitment as possible to be able to get out of this. The management company will want a bigger commitment because

they're putting in the work to operate and manage the hotel and bring in sales. So they would want some kind a form of commitment and assurance that their investment in the hotel and their management is going to reap them some kind of reward. But as ownership, you want it to be as small as possible. And we've seen as little as a 30-day notice and we've seen as high as a five-year commitment. it can range. And then...

We also have, when it comes to exit rights, we need to talk about transition obligations, a cooperation period to transition the data, return of records and systems, and then a staff and vendor handoff. You have a whole team that needs to be transitioned to the new management company.

Pankaj Raval (20:53)
Absolutely.

Sahil (20:53)
And then Pankaj,

I was hoping you could touch a little bit on the IP element here. There are confidentiality obligations, there are IP obligations. How are those usually handled at termination?

Pankaj Raval (21:03)
Well, it kind of depends also if there's like a franchise in place or what if who owns IP, right? If the franchise if it's a franchise, the hotel, then they own the IP. So how do you manage that and ensure that that's not used or transferred in any way? So you just want to make sure that there's usually a lot of contracts involved here with these operations. You want to make sure that there's compliance with all these different contracts and different obligations that you have to different

operating hotels, I think that's really important when it comes to IP and managing your IP ensuring you have proper controls like I've said before, know kind of beating a dead horse but you got to have the right controls to make sure that all these issues are being addressed and you're organized and you know what exactly is happening with the use of the IP and operations of the hotel

Sahil (21:46)
Could you briefly kind of break that down for us? You talk about contracts and controls, that contracts aren't enough, you need controls. How do we summarize that for our clients and our listeners here?

Pankaj Raval (21:53)
Yeah.

Well, you need more oversight, right? You can't just have a contract without proper oversight. And that's what I mean by controls is that you have to be looking at the business. You have to be inquiring. You have to get reports. You have to manage them as well. Even though they're a management company, but has to be some management, you cannot be passive a lot of times. I've just seen this in the healthcare context and also in the hospitality context where owners get taken advantage of, where investors get taken advantage of.

because they invest, they trust us management companies doing what they need to do because they said they can. But in today's world, Sahil, is one thing we're seeing more and more. People will say whatever. I feel like there's less shame nowadays about what people say they can and can't do than we've seen in the past. I'm not sure if that's because of AI, the tools, or these people are just the politicians we're seeing are emboldening people

Sahil (22:32)
Yeah.

Pankaj Raval (22:43)
to state they can do things when really they don't have the competence. We're seeing a lot on social media. Maybe it's because of social media, who knows? But yeah, but I think it's really important to have proper oversight of the people because you've got to have good contracts, but you also got to make sure that these contracts are being followed. And the only way to do that is to ensure that you're in the business and not just being passive and trying to collect checks.

Sahil (23:04)
I think that's a very practical note, which is just because an obligation is in the contract, you also have to take into account how are the human beings actually enforcing this obligation on a day-to-day basis, because the contract is going to matter in litigation. You're saying, hey, you said you were gonna do this and you didn't do this. But on a day-to-day basis so that we don't hit that point of litigation, that makes total sense. You need to have controls that you can implement along the way.

Okay, so Pankaj, we're gonna play a rapid fire game here and I'm gonna ask you, absolute yes or definitely no. I'm gonna give you some situations. We're advising the ownership of a hospitality group that is reviewing a management services agreement. I would love for you to just, to give me a...

Pankaj Raval (23:30)
Let's do it.

Sahil (23:47)
Yes or no, is this a provision we need to work on acceptable? So I'm gonna hit you with the first question. All right, manager shall have full authority over day-to-day operations.

Pankaj Raval (23:51)
Okay.

I would say you've got to qualify that. what kind of authority, what exactly does that mean? It's just too vague and ambiguous right now. I think you've got to really spell out what does that all say. way too general to start.

Sahil (24:11)
Like what are day-to-day operations? Yeah, yeah.

Pankaj Raval (24:13)
What are they doing in operations? What does it include? What are

the restrictions? What are the rights? What can and can't they do? What is their authority? All that needs to be fleshed out.

Sahil (24:22)
Okay, number two, manager receives 12 % of gross revenue as monthly compensation.

Pankaj Raval (24:28)
I think it depends on the deal. 12 % of gross revenue seems high, but I see what exactly they're doing for you. So I'm not totally opposed to that. If these guys are vetted and qualified and they're providing a significant service, I would try to build in some additional incentives for them to perform. kind of okay with that,

Sahil (24:46)
hotels, what are

the rates that you usually see? Something like 5%.

Pankaj Raval (24:49)
I mean, it could be like, I

mean, I would say, yeah, eight to 15%, honestly. Like it kind of depends. And the type of hotel, who the management company is, the group, yeah. It just really depends, yeah.

Sahil (25:00)
Okay, next question. Owner remains solely responsible for all legal compliance.

Pankaj Raval (25:05)
I would say hell no, especially because represent owners. I'd be How is the owner going to be the last person who is responsible for that? The management company's got to be part of that as well. So I would say hell no to that one.

Sahil (25:15)
Either party may terminate on 15 days notice.

Pankaj Raval (25:18)
No, there should be a notice and cure period first. So I don't think you want to make it that easy to terminate. There has to be, if there's a breach, then there has to be a cure to that breach. But just to terminate with 15 days, 15 days first of all is way too short of a time to terminate a contract, right? Like the owner has to find a new management company. So that notice time is just way too short.

Sahil (25:39)
Manager may use operational data to improve its services for other clients.

Pankaj Raval (25:43)
No, I would say you want to limit This is your confidential data. I do not think it should be used for other purposes. Maybe if it's de-identified, things like that, maybe you could allow it, but then you'd want some kind of concession from them. Maybe they reduce the fee. If they want that, then they maybe lower the fee, because otherwise you're paying...

You're paying them and also they're getting more training from you based on your client data or customer data.

Sahil (26:05)
Manager may hire and terminate staff on behalf of owner.

Pankaj Raval (26:09)
To a certain extent, which staff, right? Like I don't think maybe executives or other people that should be able to terminate, but I think certain like cleaning staff or other staff, service staff, where there's turnover. I think the management does need certain there just to make sure the operation runs The owner's usually not gonna be as that involved on that granular basis.

Sahil (26:30)
So Pankaj I think we can take away three major lessons here. The first is a management services agreement is really about control, even when it may seem like it's about support.

Pankaj Raval (26:41)
Right. then again, the second thing is, in healthcare, you have to protect the line between business management and clinical judgment. It's very important and that very important that line is preserved.

Sahil (26:50)
And third, in hospitality, vague operations language and a division of power can turn into a real world chaos very quickly.

Pankaj Raval (26:59)
Absolutely, in, and in both industries, if the contract doesn't clearly assign authority, responsibility, and risk, then the parties will do it later through conflict, which is almost always more expensive than having had a clear drafted contract in the first place.

Sahil (27:12)
That's right. Drafting complaints is far more expensive than drafting contracts. So get those contracts right.

Pankaj Raval (27:17)
Absolutely, absolutely.

And the emotional toll of litigation, no one wants to deal with it. So if you can have clear terms and walk through and think through a lot of these nuances early on, I think you're going to be in a much better position for as you guys work, as people work together. So let's close it out, has been a really interesting, I think we've done a deep dive on management services agreements. Is there another?

Maybe take away you have closing for our listeners.

Sahil (27:43)
Pankaj, I would just say that I think.

these agreements are critical. You need to have them reviewed. You need to think about how power is being allocated, how money is being allocated and who takes on the risk. And that's what we're here for. We do these all day and we are here to provide you with counsel. We deal with a lot of real world situations and that's we see this all the time. And think that's why we wanted to talk about this on this episode, because these are really critical agreements and it seems like people are

less aware of how important they can be until it's too late.

Pankaj Raval (28:13)
Absolutely, Great insights, Sahil, great insights. I think it was a great conversation on how important these agreements are. I think providing some really insights on the terms. I'm gonna leave our listeners with a business management support is a comforting phrase right up until nobody knows who's liable.

and we're here to solve those problems. This has been Letters of Intent. We hope you guys found this episode helpful, insightful, and hopefully you know a little bit more today than you did about an hour ago. So we thank you all for listening. Thank you for continuing to support us. If you have any questions, please drop them in the comments. Please like, share, follow, and we're gonna continue to put out valuable.

Sahil (28:31)
You

Pankaj Raval (28:51)
legal and business operations information and education through the future. And if there's certain topics you want to hear more about, please let us know because we'd love to hear from our listeners and see how we can provide the most valuable information for you. Sahil, thank you for joining today and thanks for all your insights.

Sahil (29:07)
Thank you.