Business HCM Document

Business HCM Document

Recitals

WHEREAS, Client Name:

WHEREAS, Service Provider Name:

WHEREAS, the parties desire that the Service Provider provide human capital management services, including but not limited to workforce planning, HR information systems configuration, payroll and benefits support, and employee data administration, commencing on Effective Date: under the terms set forth below.

Scope of Work

Service Provider shall perform the services described in this Section in a professional and workmanlike manner consistent with industry standards for providers of human capital management services. The parties acknowledge that deliverables may include configuration of HCM systems, employee data migration, training, and ongoing support.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated. Expense reimbursement must be pre-approved in writing where required by Client.

Invoices are due as specified in the Payment Schedule. Unpaid amounts shall accrue interest at the lesser of the stated Late Payment Fee or the maximum rate permitted by applicable law. Client shall notify Service Provider of any disputed portion of an invoice within ten (10) days of receipt; undisputed amounts remain payable when due.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Cure Period specified above following written notice. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Upon termination, each party shall return or destroy Confidential Information of the other as provided in the Confidentiality section.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including employee data, payroll records, benefits information, compensation data, proprietary processes, and technical information.

Receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential obligations survive termination for a period of Confidentiality Duration:

Exceptions: Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes publicly known through no wrongful act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) independently developed without use of the other party's Confidential Information. The receiving party may disclose Confidential Information to the extent compelled by law, provided it gives the disclosing party prompt written notice and, where permitted, the disclosing party the opportunity to seek protective measures.

Data Security and Privacy

Service Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the HCM data processed under this Agreement. Service Provider shall promptly notify Client of any unauthorized access, use, or disclosure affecting Client data and shall cooperate in remediation.

Ownership and Deliverables

Unless otherwise agreed in writing, Client shall retain all right, title, and interest in and to Client data and any pre-existing materials provided to Service Provider. Service Provider grants Client a perpetual, royalty-free license to any Service Provider-created deliverables to the extent necessary for Client's internal use. Service Provider retains ownership of its general tools, templates, know-how, and non-client-specific software.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a party's willful misconduct or breach of its confidentiality obligations, neither party shall be liable for consequential, incidental, or punitive damages. Aggregate liability shall be limited to the fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising out of or relating to this Agreement, subject to any mandatory arbitration obligations the parties may later agree in writing.

Entire Agreement

This Agreement, including any attachments and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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