HR IT Services Contract

HR IT SERVICES CONTRACT

Parties and Effective Date

Client Name:   Client Address:

Client Representative (Name and Title):

Service Provider Name:   Provider Address:

Provider Representative (Name and Title):

Effective Date:

Recitals

This Agreement is entered into by Client and Service Provider to set forth the terms by which Service Provider will deliver information technology services in support of Client's human resources systems and processes, including but not limited to HR information systems, payroll interfaces, applicant tracking integrations, employee data management, security controls and reporting.

Scope of Services

HRIS Administration    Payroll Integration    Applicant Tracking    Data Migration    Security Audit & Compliance

Term and Termination

Term Start Date:   Term End Date (if any):

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days following written notice. Client may terminate for convenience upon thirty (30) days' prior written notice subject to payment for Services performed through the effective termination date.

Fees, Invoicing and Payment

Monthly Retainer:   Hourly Rate (for additional work):

Change Orders

Any change to Scope, schedule, or price shall be documented in a written Change Order signed by authorized representatives of both parties. No invoice for changed services will be due until a Change Order has been executed.

Data Protection, Confidentiality and Access to Employee Information

Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the Confidential Information and Personal Data processed under this Agreement, including encryption at rest and in transit where applicable, role-based access controls, regular access reviews and prompt notification of any unauthorized access or data breach.

Provider certifies that access to employee PII will be limited to authorized personnel who are bound by confidentiality obligations and that Provider will not use Client employee data for any purpose other than performance of this Agreement.

Background Checks, Key Personnel, Employment History & Education

Provider shall ensure that all Key Personnel assigned to Client operations have undergone appropriate pre-employment screening and periodic background checks where required. Provider authorizes Client and Client's authorized agents to verify employment history and education for assigned personnel and to conduct background checks in accordance with applicable law.

Employment History (minimum two employers)

Education

References (three professional)

Warranties, Liability and Indemnification

Service Provider represents and warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Provider will comply with all applicable laws and regulations in performing services.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising out of that party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations set forth herein.

Insurance

Provider shall maintain commercial general liability, professional liability/errors & omissions, and cyber/privacy insurance with limits no less than:

General Liability: $   Professional Liability: $   Cyber Liability: $

Subcontracting and Assignment

Provider shall not subcontract material portions of the work nor assign this Agreement without Client's prior written consent. Provider remains responsible for performance of any subcontractors and shall ensure subcontractors comply with confidentiality, security and data protection obligations herein.

Performance Standards and Service Levels

Audit Rights and Recordkeeping

Client shall have the right to audit Provider's compliance with data protection and service obligations. Provider shall maintain records necessary to demonstrate compliance for a period of three (3) years following termination of this Agreement.

Compliance, Equal Opportunity and At-Will Employment

Provider certifies compliance with all applicable employment, anti-discrimination and data privacy laws in recruiting, hiring and supervising personnel assigned to Client. Nothing in this Agreement creates any rights of employment between Client and Provider's employees; all personnel assigned by Provider shall remain employees of Provider and any such employment is at-will in accordance with Provider's policies and applicable law.

Representations, Applicant Certification & Authorization

I certify that all information provided by Provider and Key Personnel in connection with this Agreement is true, complete and accurate. Provider authorizes Client to contact former employers and educational institutions to verify the qualifications of Key Personnel and to conduct background and security checks where permitted by law. Provider will obtain any required authorizations from assigned personnel prior to providing personal data to Client for verification.

Provider Authorization to Contact Employers and Conduct Background Checks: Provider hereby authorizes such contacts and checks.

Notices

Dispute Resolution and Governing Law

This Agreement shall be governed by the laws of: . Parties agree to attempt good faith negotiation and non-binding mediation before initiating litigation. Venue for any dispute shall be the appropriate state or federal court in the chosen jurisdiction unless otherwise agreed in writing.

Miscellaneous

Entire Agreement: This Agreement, including any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior proposals and understandings. Amendments must be in writing and signed by authorized representatives.

Authorized Representative Certification

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that all information provided in connection with this Agreement is true and complete.

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