HR Annual Subscription Agreement

HR ANNUAL SUBSCRIPTION AGREEMENT

Parties and Effective Date

This HR Annual Subscription Agreement ("Agreement") is entered into between Client Company Name: and Service Provider Name: .

Effective Date: . The term of this Agreement will commence on the Effective Date and continue for the Initial Term specified below.

Term and Renewal

Initial Term: . Unless earlier terminated in accordance with this Agreement, the Agreement will automatically renew for successive one-year periods upon the same terms unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

Services and Scope

Services: Provider shall supply the subscription services and related support described in this Agreement and in the Service Description below. The parties acknowledge that the Services are delivered remotely and include software access, updates, and support.

Fees, Invoicing and Payment

Payment Terms: Invoices are due within days of invoice. Late payments will accrue interest at or the maximum allowable by law, whichever is less.

Support and Service Levels

Provider will provide support as selected below. Response time commitments are measured from the time Provider confirms receipt of a support request.

Data Security, Privacy and Confidentiality

Confidential Information: Each party agrees to hold the other's Confidential Information in confidence, not to use such information except as necessary to perform under this Agreement, and to restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Data Protection: Provider shall implement and maintain appropriate administrative, physical and technical safeguards to protect Customer Data against unauthorized access, use or disclosure. Provider will only process Customer Data in accordance with Customer's documented instructions and this Agreement.

Warranties; Disclaimers; Liability

Provider warrants that the Services will materially conform to the Service Description. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or an indemnity obligation, each party's aggregate liability for claims arising out of this Agreement will not exceed the fees paid to Provider under this Agreement during the preceding twelve (12) month period.

Indemnification

Provider shall indemnify, defend and hold Customer harmless from any third-party claim alleging that Provider's Services infringe a third party's intellectual property rights, provided Customer gives prompt notice, reasonable cooperation and sole control of the defense to Provider. Customer shall indemnify, defend and hold Provider harmless from claims arising from Customer Data or Customer's breach of this Agreement.

Termination and Transition

Termination for Cause: Either party may terminate this Agreement if the other party materially breaches and fails to cure within days of written notice of such breach.

Termination for Convenience: Customer may terminate for convenience upon providing days' written notice and payment of any unpaid fees through the effective date of termination and a termination fee of if applicable.

Transition Assistance: Upon termination, Provider will, at Customer's request, provide reasonable transition assistance for up to days at the rate of .

Taxes and Expenses

All fees are exclusive of taxes. Customer shall be responsible for all sales, use, value-added and other taxes imposed on the fees under this Agreement, except taxes based on Provider's net income.

Notices

Notices shall be sent to the addresses set forth below. Notice is effective upon receipt.

Compliance and Employment-Related Statements

At-Will Employment Statement: The parties acknowledge that this Agreement does not create an employment relationship between Provider and Customer's employees. Any employment matters remain subject to separate employment agreements or policies. Customer acknowledges that Provider is not responsible for Customer's employment decisions.

Equal Opportunity Statement: Both parties represent that they comply with applicable equal opportunity and anti-discrimination laws and will not use Services to engage in unlawful discrimination. Provider does not warrant compliance of Customer's policies or decisions; Customer remains responsible for HR compliance for its workforce.

Primary Contact / Authorized Representative

Employment History (Key Administrators)

Education

References

Authorizations, Certifications and Acknowledgments

Applicant Certification: I certify that the information provided in this Agreement and any supporting documents is true, complete, and accurate to the best of my knowledge. I understand that false statements may be grounds for termination of Services.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located therein.

Entire Agreement: This Agreement, together with any exhibits or service descriptions, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, representations, or agreements, written or oral.

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