---
title: "What Is a Management Services Agreement in Healthcare?"
description: "A management services agreement is the contract between an MSO and a medical practice. What it covers, how the fee is set, and how Cuvo Health maintains it."
canonical: "https://cuvo.co/glossary/management-services-agreement"
last-updated: "Oct 26, 2026"
---
**Definition:** A management services agreement (MSA) is the contract under which a management services organization provides non-clinical services such as billing, technology, staffing and marketing to a medical practice for a stated fee, while the practice keeps control of every clinical decision.

# What is a management services agreement (MSA)?

The management services agreement is the document that holds the MSO model together: it says what the management company does, what it is paid, and what it may never touch. Cuvo Health drafts and maintains it for the states each brand on its platform sells into.

Published Oct 26, 2026. Facts reviewed Oct 26, 2026.

A management services agreement (MSA) is the contract under which a management services organization (MSO) provides non-clinical services, such as billing, collections, technology, staffing support, marketing and facilities, to a medical practice for a stated fee, while the practice keeps control of every clinical decision. It is the working document of the MSO and friendly PC model: it defines the services, sets the management fee, and draws the line the management company may not cross. In general vendor contracting, MSA can also mean a master services agreement; in a practice structure it means this management contract. On Cuvo Health, the management agreement between the MSO and the physician-owned professional entity is drafted for the states the brand sells in and maintained by Cuvo.

**At a glance**
- Parties: A management services organization and a clinician-owned professional entity
- What it covers: Billing, technology, staffing support, marketing, facilities and other non-clinical services
- The fee: A management fee for those services, usually set by a fixed amount or formula agreed in advance
- The line: The practice keeps every diagnosis, prescription and treatment decision
- On Cuvo: Drafted for the states the brand sells in and maintained by Cuvo

**What a management services agreement covers, and the rules that shape each clause**

| Clause | What it sets | Rule that shapes it |
| --- | --- | --- |
| **Services** | Billing, collections, technology, HR, marketing and facilities | Oregon SB 951 (2025) defines management services as payroll, HR, employment screening, employee relations and other administrative or business services that support the practice but are not the practice of medicine |
| **Management fee** | A fixed fee or a formula | For federal program business, the 42 CFR 1001.952(d)(1)(iv) safe harbor wants a methodology set in advance, consistent with fair market value and not tied to the volume or value of referrals; state fee-splitting laws also apply |
| **Term** | Length, renewal and termination | For safe harbor protection, a term of at least one year (42 CFR 1001.952(d)(1)(iii)) |
| **Clinical control** | Reserved to the professional entity | Oregon SB 951 bars MSO de facto control over hiring, coding and clinical standards; California Health and Safety Code 1191 limits private equity and hedge fund control |
| **Ownership changes** | What happens to the PC's shares if its owner leaves | California Corporations Code 13406(a) bars proxies and voting trusts to non-shareholders; Oregon SB 951 limits MSO control of share transfers |

## 01. What does a management services agreement include?

A schedule of services the MSO provides, the fee and how it is calculated, the term and termination rights, confidentiality and HIPAA terms for the patient data the MSO handles, and a clause reserving clinical judgment to the practice's licensed clinicians. Well-drafted agreements also say who owns which records. On Cuvo, the brand owns the patient relationship, the customer list and every business record, and the medical charts belong to the treating professional corporation and its licensed clinicians.

## 02. How is the management fee in an MSA set?

Counsel usually sets it at fair market value for the services and drafts the formula against the strictest state the practice serves, because states disagree on percentages. New York Education Law section 6530(19) treats a payment for space, facilities, equipment or personnel services that is a percentage of, or dependent on, the practice's income as prohibited fee-sharing, while California Business and Professions Code section 650(b) allows a percentage-of-gross-revenue fee for services other than referrals if it is commensurate with the value of the services. Where any business is billed to a federal health care program, the 42 CFR 1001.952(d) safe harbor sets its own conditions.

## 03. How is an MSA different from an MSO?

The MSO is the company; the MSA is the contract it signs with the practice. A founder owns the MSO, the professional entity is owned by licensed clinicians, and the management services agreement is what connects them and keeps each on its own side of the corporate practice line.

## 04. What are states changing about MSO agreements?

They are writing the line into statute. Oregon SB 951 (2025) defines a management services organization by its written agreement and bars it from majority ownership of the practice it manages and from de facto control over listed clinical and business decisions, from January 1, 2026 for Oregon entities organized after the act took effect and from January 1, 2029 for existing ones. California SB 351 (2025) voids contract terms that let a private equity group or hedge fund interfere with physicians' professional judgment (Health and Safety Code section 1191(c)).

## Frequently asked questions

**Q: What is a management services agreement?**

A: It is the contract under which a management services organization provides non-clinical services to a medical practice for a fee while the practice keeps every clinical decision. On Cuvo, the management agreement is drafted for the states the brand sells in and maintained by Cuvo.

**Q: What is an MSA in healthcare?**

A: In a medical practice structure, MSA means management services agreement, the contract between an MSO and a clinician-owned professional entity; in general vendor contracting it can also mean a master services agreement. Cuvo Health maintains the management agreement inside the MSO structure it operates for each brand.

**Q: MSA vs MSO: what is the difference?**

A: The MSO is the management company and the MSA is the contract it signs with the professional entity it serves. On Cuvo Health, both the MSO structure and the agreement are built and maintained by Cuvo.

**Q: How are management fees set in an MSA?**

A: Usually as a fixed fee or a formula agreed in advance and set at fair market value, drafted against the strictest state's fee-splitting rule. Cuvo's own pricing to brands is published: a platform fee plus $25 per completed consult, with no revenue share.

**Q: Does a telehealth brand need a management services agreement?**

A: A brand that runs its own MSO and professional entity needs one, drafted by healthcare counsel for every state it sells into. On Cuvo Health, the MSO, the physician-owned professional entity and the agreement between them are already in place, and a typical brand launches in under 30 days.

**Related pages**

- [Management services organization (MSO)](/glossary/management-services-organization): The company on the business side of the agreement
- [Friendly PC](/glossary/friendly-pc): The clinician-owned entity on the other side
- [Fair market value in healthcare](/glossary/fair-market-value-healthcare): The benchmark for the management fee
- [Fee-splitting laws](/glossary/fee-splitting): Why percentage fees need a state-by-state check
- [Build in house vs outsource to an MSO platform](/blog/building-in-house-telehealth-operations-vs-outsourcing-to-an-mso-platform-cost-speed-analysis): What forming the MSO, PC and agreement costs
- [Corporate practice of medicine states](/compliance/corporate-practice-of-medicine-states): The 2026 list, state by state

Canonical page: https://cuvo.co/glossary/management-services-agreement