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HR B2B Cooperation Agreement

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HR B2B COOPERATION AGREEMENT

Parties and Contact Information

This HR B2B Cooperation Agreement (the Agreement) is entered into between:

Recitals and Definitions

WHEREAS, Company A provides recruitment, staffing, candidate screening, and HR advisory services; and WHEREAS, Company B seeks to engage Company A to provide such services for Company B's clients or internal hiring needs under the terms below.

Defined terms in this Agreement have the meanings set forth herein: "Candidate" means any individual referred by Company A to Company B; "Placement" means a Candidate's engagement by Company B as an employee, contractor, or consultant; "Confidential Information" means nonpublic information disclosed in connection with this Agreement.

Scope of Services

Company A shall provide candidate sourcing, initial screening, skills assessment, and submission of Candidate profiles to Company B as described in the Submission Process below. Company A shall not represent itself as employer of Candidates unless expressly agreed.

Candidate Submission Process

Company A shall submit Candidate profiles using the Attachment A Candidate Submission Form. Each submission shall include verifiable contact information, employment history, education, references, and a signed Candidate Certification and Authorization to conduct background checks.

Fees, Invoicing, and Payment

Company B shall pay Company A fees for successful Placements in accordance with the following schedule and terms.

In the event a Placement terminates within the agreed rebate period, Company A's refund or rebate obligations shall be as follows: .

Term and Termination

The term of this Agreement shall commence on and continue for unless terminated earlier pursuant to the terms herein.

Either party may terminate for convenience upon days' written notice. Termination shall not affect payment obligations for Placements made prior to termination.

Confidentiality and Data Protection

Each party shall protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, and shall use such information solely to perform under this Agreement. Company A shall ensure Candidate data is processed in compliance with applicable data protection laws and shall obtain Candidate consents as required.

Representations, Warranties, and Compliance

Each party represents and warrants that it has the authority to enter this Agreement and will comply with all applicable employment, anti-discrimination, wage-and-hour, immigration, and privacy laws. Company A warrants that it will disclose material information about Candidates and shall not knowingly submit misrepresented Candidate information.

Background Checks, Authorizations, and Candidate Certifications

Company A shall obtain from each Candidate written authorization permitting Company B to conduct background checks, verify employment and education, and contact references. Company A shall retain copies of such authorizations and produce them upon request.

Liability, Indemnification and Remedies

Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's breach, negligence, or willful misconduct. Except for willful misconduct or indemnification obligations, the parties' aggregate liability shall be limited to the greater of direct damages equal to fees paid under this Agreement in the prior twelve months or $50,000.

Non-Solicitation

During the term and for months thereafter, neither party shall directly solicit for hire the other party's employees or placed Candidates without written consent. Remedies for breach include liquidated damages equal to the placement fee then in effect.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction selected by the parties: . Disputes shall be resolved by binding arbitration in that jurisdiction, unless the parties agree otherwise in writing.

Insurance

Each party shall maintain insurance coverage appropriate to its obligations, including general liability and professional liability coverage. Minimum limits: .

Attachment A — Candidate Submission Form

The following Attachment A must accompany each Candidate submission. Company A represents that all Candidate information is accurate and that Candidate authorizations have been obtained.

Phone:

Email:

Date of Submission:

Position Information

Requested Start Date:

Proposed Salary / Rate:

Employment History (Provide at least two employers)

Title:

Dates Employed:

Reason for Leaving:

Title:

Dates Employed:

Reason for Leaving:

Education

References (Provide three professional references)

Phone:

Email:

Phone:

Email:

Phone:

Email:

Legal Disclosures and Applicant Certifications

At-Will Employment Statement: If a Candidate is engaged as an employee by Company B, such employment shall be at-will unless otherwise expressly set forth in a separate written agreement between Candidate and Company B.

Equal Opportunity Statement: Both parties acknowledge and shall ensure that Candidate selection and hiring decisions are made without unlawful discrimination and in compliance with applicable equal opportunity laws and regulations.

I certify that all information provided in this Attachment A is true and complete to the best of my knowledge, and I authorize verification of the information, including reference checks and background checks as authorized below.

Candidate Printed Name:

Date (MM/DD/YYYY):

Miscellaneous Provisions

Entire Agreement; Amendments: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior discussions. Amendments must be in writing and signed by authorized representatives of both parties.

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

Execution

The undersigned representatives certify that they are authorized to execute this Agreement on behalf of their respective parties and agree to be bound by its terms.

Company A - Authorized Representative:

By:

Date:

Company B - Authorized Representative:

By:

Date:

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What the HR B2B Cooperation Agreement Is

The HR B2B Cooperation Agreement is a written contract between two business entities that coordinates human resources functions such as payroll administration, benefits enrollment, background checks, data sharing, compliance tasks, and third-party staffing support. It sets roles, responsibilities, data-handling requirements, service levels, confidentiality obligations, and dispute-resolution procedures. The document clarifies which party performs specific HR processes, how employee data may be exchanged, applicable security controls and regulatory responsibilities, and the conditions for amendments or termination to reduce operational and legal friction between organizations.

Why a Clear Cooperation Agreement Matters

A formal HR B2B Cooperation Agreement reduces ambiguity about responsibilities, mitigates compliance risk, and documents data-protection and liability allocations. It provides a baseline for audits, supports regulatory compliance, and helps prevent disputes that can disrupt hiring, payroll, and benefits administration.

Why a Clear Cooperation Agreement Matters

Who Typically Uses This Agreement

Use this agreement to document operational boundaries, data flows, and legal responsibilities before services begin to reduce later disputes.

  • Corporate HR teams and shared-services centers coordinating outsourced payroll and benefits administration.
  • Staffing agencies and managed-service providers offering contingent labor or recruitment process outsourcing.
  • Payroll providers, benefits administrators, and identity/background-screening vendors integrated with client HR systems.

Step-by-Step: Completing an HR B2B Cooperation Agreement

Follow these steps to prepare, review, and finalize the agreement with clarity and compliance.

  • 01
    Draft: Assemble scope, obligations, data-sharing rules, and term provisions.
  • 02
    Review: Have legal, privacy, and HR review for regulatory and operational fit.
  • 03
    Negotiate: Resolve service levels, indemnities, and data controls with contracting party.
  • 04
    Execute: Collect authorized signatures and retain executed copies for records.

Essential Sections to Include in the Agreement

A complete HR B2B Cooperation Agreement groups obligations into clear sections so each party understands operational and legal duties without relying on informal practices.

Scope

Define precise HR activities covered, including exclusions, deliverables, reporting cadence, and escalation contacts to prevent scope creep and operational misunderstandings.

Data Protection

Specify data categories, permitted use, encryption, access controls, breach notification timelines, and procedures for secure disposal of employee records.

Compliance

Allocate responsibilities for regulatory compliance (IRS, state payroll, HIPAA where health data is handled), recordkeeping, audits, and cooperation with government requests.

Confidentiality

Define confidential information, permitted disclosures, duration of confidentiality obligations, and remedies for unauthorized disclosure.

Liability & Indemnity

Set liability caps, carve-outs for willful misconduct, and reciprocal indemnities for third-party claims arising from negligence or data breaches.

Term & Termination

State term length, renewal mechanics, notice requirements, transition assistance obligations, and post-termination data return or deletion processes.

Required Agreement Details at a Glance

Parties: Full legal names
Effective Date: MM/DD/YYYY
Scope: Covered HR services
Data Types: PII, tax, health
Security: Encryption, access
Signatures: Authorized signers

Configuring an Electronic Workflow

Set up a clear digital workflow to minimize delays and ensure auditability when multiple signers or departments are involved.

Field Configuration
Signing Order Sequential for approvals; parallel for concurrent signers
Authentication Email + SMS code or higher for sensitive data
Conditional Fields Use to show fields only when relevant
Notifications Email reminders and completion receipts

Where to Send and How It’s Processed

Know the usual destinations and routing steps to keep processing predictable and auditable.

  • Prepare Document: Finalize terms and add fillable fields before sending.
  • Assign Signers: Add authorized signers with role and order.
  • Obtain Signatures: Signers authenticate and sign via eSignature.
  • Archive: Store executed copies in secure records repository.

Distribution Channels and Technical Needs

Ensure the platform preserves an audit trail, supports the required authentication level, and stores final copies in a searchable, access-controlled repository.

  • Integrations: Connect to HRIS, payroll, and document systems
  • File Formats: Use PDF or DOCX for cross-platform compatibility
  • Authentication: Support email, SMS, and enterprise SSO

Timelines and Notice Periods to Include

Define key deadlines and response windows to avoid ambiguity in performance and dispute resolution.

Effective Date and Term:

State the start date and fixed term or auto-renewal rules.

Termination Notice:

Specify minimum days' notice for non-renewal or termination.

Data Requests:

Set response time for data access or deletion requests.

Breach Notification:

Require notification within a specific number of days of detection.

Transition Assistance:

Define the period for handover after termination.

Common Mistakes to Avoid

  • Leaving scope vague, which leads to disputes about who performs specific HR tasks and incurs costs.
  • Failing to define data categories and permitted uses, creating privacy compliance gaps and breach exposure.
  • Not matching signer names to corporate authority records, which can invalidate signatory actions.
  • Overlooking state-specific witness or notary rules where certain acknowledgements are required for enforceability.

Principal Risks and Potential Consequences

Breach Liability: Contract damages
Regulatory Fines: HIPAA or wage penalties
Tax Exposure: Incorrect withholding
Operational Disruption: HR service interruptions
Reputational Harm: Loss of trust
Indemnity Costs: Defense and settlement expenses

eSignature Pricing Comparison for HR Agreements

Compare common vendor pricing and feature indicators relevant to executing HR B2B Cooperation Agreements; signNow is listed first per vendor ordering guidelines.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About Execution and Validity

Answers to common questions about legal validity, notarization, signatory authority, amendments, and revocation for HR B2B Cooperation Agreements.


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