Can the agreement be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; ensure intent, consent, attribution, and retention are documented to meet the four-part validity test.

Do I need a notary or witnesses?

Most HR Intermediary Agreements do not require notarization, but state-specific requirements or contract provisions may. Use a notary if the agreement or state law requires it to strengthen evidentiary weight.

What if a field is entered incorrectly?

Minor clerical errors can be corrected by executing a signed amendment or correction addendum; material errors affecting parties or tax IDs should be remediated promptly and documented.

Who retains the original signed agreement?

Typically the client retains the master executed agreement with vendor and payroll teams holding certified copies for operational use and audits.

How do I revoke or terminate the agreement?

Follow the termination provisions in the contract; provide required notice and complete wind-down obligations. For rescission or immediate cancellation, consult legal counsel regarding potential liabilities.

What records should I keep for audits?

Retain the signed agreement, W-9s, payroll records, I-9s, invoices, and correspondence. Follow IRS, DHS, and HIPAA retention rules where applicable to avoid penalties.

Electronic Signature
Templates
HR
HR Intermediary Agreement

HR Intermediary Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

HR INTERMEDIARY AGREEMENT

This HR Intermediary Agreement (the Agreement) is made effective as of between Company Name: and Intermediary Name: .

Parties and Contact Information

Company Address Company Primary Contact Intermediary Address / Business Intermediary Primary Contact

Recitals

Company desires to engage Intermediary to identify, pre-screen and submit qualified candidates for employment with Company. Intermediary is willing to provide such services on the terms and conditions set forth in this Agreement.

Scope of Services

Intermediary will source, screen and present candidates for the position described below. Intermediary will not present any candidate without confirming that the candidate has authorized Intermediary to submit their information to Company and to permit reference and background checks.

Position Information Detailed Scope / Deliverables

Candidate Submission and Documentation

Intermediary shall submit a Candidate Submission Package for each candidate containing curriculum vitae, employment history, education verification, and three professional references. Intermediary represents that it has obtained written authorization from each candidate to disclose candidate information to Company and to permit background and reference checks.

Candidate: Full Name

Employment History (Candidate)

Employer 1 - Company Primary Responsibilities Employer 2 - Company Primary Responsibilities

Education

References (3 Professional)

Reference 1 Reference 2 Reference 3

Fees, Payment and Replacement

Company agrees to pay Intermediary for each candidate placed in employment with Company according to the following terms. Fees become payable in accordance with payment terms set forth below and are due even if the candidate is engaged as an employee, independent contractor, consultant or by any affiliate of Company within the Fee Period.

Payment Terms

Exclusivity; Non-Solicitation

Unless otherwise agreed in writing, the engagement is non-exclusive. Intermediary agrees not to solicit Company employees introduced by Company for a period of 12 months following termination of this Agreement. Company agrees to notify Intermediary in writing of any direct hires arising from Intermediary submissions.

Compliance; Background Checks; Candidate Authorization

Intermediary represents and warrants that all candidate submissions are accurate and that it has obtained candidate consent authorizing Company and Intermediary to conduct employment reference checks, criminal background checks, education verifications and other pre-employment inquiries as permitted by law.

Intermediary confirms candidate authorization obtained Background Check Authorization Details

Confidentiality and Data Protection

Each party shall maintain in confidence all non-public information received from the other party and shall process personal data in accordance with applicable data protection laws. Candidate personal data shall be processed only for recruitment purposes and retained only as permitted by law.

Warranties; Representations; Applicant Certification

Intermediary warrants that it has no knowledge of any fact that would materially and adversely affect the candidate's ability to perform the duties of the position. Intermediary further certifies that, to the best of its knowledge, candidate-submitted information is true, complete and accurate.

Intermediary certification that candidate has certified accuracy

Indemnification; Limitation of Liability

Each party shall indemnify the other for claims arising from its breach of this Agreement or its negligence. EXCEPT FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID TO INTERMEDIARY UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE CLAIM.

Term; Termination

This Agreement commences on the effective date and continues until terminated by either party with thirty (30) days' written notice. Termination shall not relieve Company of its obligation to pay fees for candidate placements made prior to termination.

Notices

Any notice required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

Company Notice Address Intermediary Notice Address

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. This Agreement shall be governed by the laws of the state or jurisdiction specified by Company in writing. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgments

By executing below, each party warrants that it has the authority to enter into this Agreement and agrees to be bound by its terms.

Company:

By:

Date:

Intermediary:

By:

Date:

What the HR Intermediary Agreement Is

An HR Intermediary Agreement is a contract that sets the terms between an employer (or client) and a third-party intermediary that sources, places, or manages workers. It clarifies roles, responsibilities, onboarding steps, payment and billing mechanics, confidentiality, compliance obligations, and dispute resolution. The document is commonly used when staffing firms, recruitment vendors, payroll agents, or professional employer organizations (PEOs) act on behalf of the hiring company to supply or administer employees or contingent workers.

Why this Agreement Matters for Employer Risk and Compliance

The HR Intermediary Agreement allocates legal responsibility for hiring, payroll, tax reporting, benefits administration, and regulatory compliance. It reduces ambiguity about who performs I-9 verification, who issues W-2 or 1099 forms, and who carries employment-related liabilities, which helps limit downstream audits and penalties.

Who Typically Prepares and Signs an HR Intermediary Agreement

Organizations and intermediaries that rely on third-party staffing or payroll partners should use this agreement when formalizing operational relationships.

Staffing firms and professional employer organizations supplying candidates, handling payroll, or administering benefits for client companies.
HR or procurement teams at hiring companies that engage vendors for contingent labor and need clarity on compliance and cost allocation.
Legal, compliance, or finance functions reviewing allocation of tax reporting, liability, and indemnity between parties.

Use this agreement before placements begin or when expanding an intermediary’s scope to avoid misclassification, tax reporting errors, or liability disputes.

Core Sections to Include in a Professional Agreement

A complete HR Intermediary Agreement addresses operational, legal, and financial points so that each party’s duties are clear and enforceable.

Parties

Identify full legal names and entity types for client, intermediary, and any subcontractors; include DBA names and tax IDs where applicable.

Scope of Services

Describe placement types, recruitment activities, payroll processing, benefits administration, background checks, and any limits on hiring authority.

Term and Termination

Set effective date, renewal terms, notice periods, and termination for convenience or cause with associated wind-down responsibilities.

Fees and Payment

Specify fee schedule, invoicing cadence, late-payment interest, reimbursement of expenses, and responsibility for payroll taxes and withholdings.

Compliance

Allocate responsibilities for I-9 completion, tax reporting (W-2/1099), workers’ compensation, unemployment insurance, and regulatory audits.

Confidentiality & IP

Include confidentiality obligations, data-handling rules, IP assignment for work product, and limitations on use of candidate information.

Step-by-Step: Completing the Agreement

Follow these steps in order to prepare, review, and finalize the HR Intermediary Agreement efficiently.

01

Gather details: Collect entity names, EINs, scope, and fee schedules before drafting.
02

Draft terms: Populate standard clauses, then tailor compliance and indemnity language.
03

Internal review: Have legal and finance review tax and liability allocations.
04

Execute: Obtain signatures from authorized representatives and retain copies.

Configuring the Agreement for Online Completion

Set up a digital workflow that places signature and verification fields correctly and enforces required authentication levels.

Field	Configuration
Signature Field Placement	Place unique signature fields for each party with date stamps.
Authentication Level	Choose email link, SMS code, or KBA depending on risk.
Required Attachments	Mandate uploads for ID or W-9 when necessary.
Audit Trail Settings	Enable IP, timestamp, and completion certificate capture.

Where to Send, File, and Who Receives Copies

Clarify routing for executed agreements, which parties keep originals, and how copies are distributed for payroll and compliance.

Primary Recipient: Client legal or procurement retains the master agreement.
Intermediary Copy: Vendor retains a signed copy for billing and audits.
Payroll Records: Payroll administrator receives placement and tax data.
Compliance Archive: Retain signed document in compliance filing systems.

Digital Signing and eSubmission Considerations

Use an eSignature workflow that supports audit trails, required authentication, and secure storage to preserve evidentiary value.

Authentication: Email, SMS, or KBA options.
Audit Trail: IP, timestamp, and event log.
File Formats: PDF, DOCX supported.

Ensure chosen platform supports HIPAA/BAA or other compliance addenda when handling protected health data or sensitive employee records.

Time‑sensitive Dates and Reporting Deadlines

Track dates that affect tax reporting, employment verification, contract renewals, and termination obligations to avoid penalties.

Agreement Effective Date:

Start of contractual duties and accrual of obligations.

I-9 Retention Window:

Retain I-9 for 3 years after hire or 1 year after termination (8 CFR §274a.2).

W-9 / 1099 Timing:

Request W-9 before first payment; 1099-NEC to recipient by Jan 31.

Invoice Payment Terms:

Follow contract Net terms to avoid late fees.

Renewal/Notice Period:

Observe contractual notice windows for renewals or termination.

Key Milestones from Contract to First Placement

Typical milestone sequence for onboarding a new intermediary relationship with dates to track.

01

Contract Execution

Agreement signed and countersigned by both parties.

02

Onboarding Data Exchange

Client provides tax IDs, templates, and access to systems.

03

First Placement

Worker starts under agreed terms and payroll flows commence.

04

First Invoice Reconciliation

Verify billings, taxes, and deductions for accuracy.

Common Mistakes to Avoid

Failing to specify tax reporting responsibility leads to duplicate filings and potential IRS notices.
Using vague scope language causes disputes over billable tasks, causing invoice disputes and delayed payments.
Neglecting to document who completes I-9 forms creates exposure for employment verification violations.
Skipping authorized signatory checks may produce signatures without authority and risk unenforceability.

Consequences of an Incorrect or Incomplete Agreement

Tax Penalties: Backup withholding and IRC penalties.

I-9 Violations: Civil fines per DHS ranges.

Misclassification Risk: Worker reclassification liabilities.

Contract Disputes: Damages and litigation costs.

Confidentiality Breach: Data breach liability.

Audit Exposure: Regulatory fines and remediation.

How This Agreement Differs from Similar Documents

Compare the HR Intermediary Agreement to related contracts to choose the right form and avoid overlap.

Criteria	HR Intermediary Agreement	Independent Contractor Agreement
Primary Purpose	manage vendor-client staffing relationship	engage individual contractor services
Tax Reporting	vendor handles payroll/taxes	payer may issue 1099
Liability Allocation	shared with intermediary provisions	contractor bears independent liability
Typical Use Case	ongoing staffing and payroll services	one-off project work

eSignature Vendor Comparison for Executing HR Agreements

Basic pricing and capability comparison for common eSignature vendors; signNow is listed first per platform ordering requirements.

	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	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Who Has Authority to Sign and Why It Matters

HR Director

The HR Director or head of talent acquisition typically signs for operational authority; ensure signatory has delegated signature authority to bind employment and onboarding commitments.

Authorized Vendor Official

A vendor’s CEO or authorized representative signs to accept billing, indemnity, and tax responsibilities; verify corporate resolution or power of attorney when needed.

Practical Use Examples

Realistic scenarios illustrate how the agreement governs placement, payroll, and compliance in practice.

Large Staffing Program

A regional employer engages a staffing intermediary for temporary workers

Intermediary handles payroll and tax reporting
The agreement clarifies payroll liability, invoicing cadence, and audit rights to prevent duplicate taxation and reporting errors.

Specialized Contractor Placement

A technology firm uses an HR intermediary to source contractor teams

Vendor provides background checks and onboarding
The contract sets IP assignment, confidentiality obligations, and insurance requirements to protect the firm.

Required Information and Security Controls to Capture

Full Legal Names: Use official entity/individual names for enforceability.

Tax Identifiers: Include EIN or SSN for tax reporting and backup withholding.

Contact and Address: Provide street address, email, and phone for notices.

Authentication: Select email, SMS, or stronger multi-factor methods.

Audit Trail: Capture IP, timestamp, and event log for evidentiary support.

Encryption: Protect records in transit (TLS 1.2/1.3) and at rest (AES-256).

Practical Tips to Complete Agreements Accurately

Adopt working procedures that reduce rework and mitigate audit exposure when using HR intermediaries.

Standardize a Template

Use a vetted template with placeholders for scope, fees, and compliance language to ensure consistency across vendor engagements and speed up reviews.

Define Tax Responsibilities

Explicitly state whether the intermediary or client handles payroll taxes and reporting to prevent duplicate filings and IRS notices.

Require Documentation

Mandate W-9s, insurance certificates, background-check confirmations, and proof of worker eligibility before first placement.

Record Retention Workflow

Implement an archival policy that meets federal and industry retention requirements and ensures easy retrieval for audits.

FAQ: Common Questions About HR Intermediary Agreements

Answers to the most frequent questions about eSigning, enforceability, notarization, corrections, and recordkeeping.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; ensure intent, consent, attribution, and retention are documented to meet the four-part validity test.
Do I need a notary or witnesses?
Most HR Intermediary Agreements do not require notarization, but state-specific requirements or contract provisions may. Use a notary if the agreement or state law requires it to strengthen evidentiary weight.
What if a field is entered incorrectly?
Minor clerical errors can be corrected by executing a signed amendment or correction addendum; material errors affecting parties or tax IDs should be remediated promptly and documented.
Who retains the original signed agreement?
Typically the client retains the master executed agreement with vendor and payroll teams holding certified copies for operational use and audits.
How do I revoke or terminate the agreement?
Follow the termination provisions in the contract; provide required notice and complete wind-down obligations. For rescission or immediate cancellation, consult legal counsel regarding potential liabilities.
What records should I keep for audits?
Retain the signed agreement, W-9s, payroll records, I-9s, invoices, and correspondence. Follow IRS, DHS, and HIPAA retention rules where applicable to avoid penalties.

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