HR Contractor MSA Template

HR Contractor MSA Template

Parties and Effective Date

This Master Services Agreement ("Agreement") is made and entered into as of between:

Contractor entity type: Individual Sole Proprietor Corporation LLC Other

Recitals

WHEREAS, Client desires to engage Contractor to perform certain services described in this Agreement, and Contractor is willing to provide such services under the terms and conditions set forth herein.

1. Scope of Services

Contractor shall perform the services described in the attached Statement of Work or as otherwise described below. The parties agree the essential duties include, at minimum:

2. Term; Termination

This Agreement commences on the Effective Date and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days following written notice.

3. Compensation; Invoicing; Expenses

Contractor shall submit invoices detailing services rendered and expenses. Client will pay undisputed invoices within days of receipt. Late payments accrue interest at per month, to the extent permitted by law.

4. Independent Contractor Relationship

Contractor is an independent contractor and not an employee, partner, or agent of Client. Contractor is solely responsible for payment of all federal, state, and local taxes, insurance, and benefits for Contractor and Contractor's personnel. Contractor has no authority to bind Client except as expressly provided in writing.

5. Confidentiality

Contractor will hold in strict confidence all Confidential Information received from Client and will not use or disclose such information except as necessary to perform the services or as required by law. Confidential Information excludes information that is publicly available through no breach of this Agreement.

6. Intellectual Property

Contractor hereby assigns to Client all right, title and interest in and to any Work Product created in the course of performing services under this Agreement. Contractor agrees to execute any documents reasonably necessary to effectuate such assignment.

7. Warranties; Representations

Contractor represents and warrants that Contractor has the right and authority to enter into this Agreement, that the services will be performed in a professional and workmanlike manner consistent with industry standards, and that such services and deliverables will not infringe third party intellectual property rights.

8. Indemnification; Insurance

Contractor shall indemnify and hold harmless Client from claims arising out of Contractor's negligence, willful misconduct, or breach of this Agreement. Contractor will maintain insurance coverage reasonably appropriate to the services, including commercial general liability and professional liability with minimum limits of $.

9. Data Protection

If Contractor will process Personal Data on behalf of Client, the parties will execute appropriate data processing terms. Contractor will implement and maintain technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss or destruction.

10. Non-Solicitation

During the Term and for following termination, Contractor will not directly solicit for employment any employee of Client with whom Contractor had material contact in the performance of services.

11. Limitation of Liability; Remedies

Except for breach of confidentiality or indemnification obligations, a party's aggregate liability under this Agreement shall not exceed the amounts paid by Client to Contractor under this Agreement during the preceding the claim.

12. Governing Law; Dispute Resolution

This Agreement will be governed by the laws of the State of without regard to conflicts of law principles. The parties will first attempt to resolve disputes through good faith negotiation and, if unresolved, submit disputes to binding arbitration in the chosen jurisdiction.

13. Background Checks; Authorization

Contractor authorizes Client to conduct background checks, reference checks and verify employment history as reasonably necessary for the engagement. Contractor warrants that all information provided in connection with such checks is true and complete.

I authorize Client to obtain background reports and contact previous employers.

14. Compliance with Laws

Contractor will perform services in compliance with all applicable laws, rules and regulations. Contractor will obtain all licenses, permits and clearances necessary to perform the services and will pay all associated costs.

15. Notices

HR Sections — Applicant Information (for Contractor Records)

Position / Engagement Information

Proposed start date:   Hourly / Fixed Fee:

Employment / Contractor History (Most Recent)

From:   To:

Employment / Contractor History (Prior)

From:   To:

Education

Graduation Date:

References (Professional)

Legal Disclosures

At-Will Employment Statement: Contractor acknowledges that any relationship with Client is not an employment relationship; however, to the extent any similar at-will concept applies, either party may terminate the working relationship in accordance with the Term section above.

Equal Opportunity Statement: Client is an equal opportunity organization. Contractor understands that Client prohibits discrimination and harassment in any form and expects Contractor and Contractor's personnel to comply with these principles while performing services.

Applicant Certification & Authorization

I certify that all information provided in this form and any attachments is true, complete and accurate to the best of my knowledge. I understand that providing false or misleading information may be grounds for termination of the engagement or other remedies.

I certify the above statements.

I authorize Client to contact prior employers and references and to conduct background and credential checks as permitted by law.

Miscellaneous

Entire Agreement: This Agreement, including any attached Statements of Work and exhibits, constitutes the entire agreement between the parties and supersedes all prior understandings. Amendments must be in writing and signed by both parties.

Sign Now