HR Managed Services Agreement

HR MANAGED SERVICES AGREEMENT

This HR Managed Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: , Client Address: , and Service Provider Name: , Provider Address: .

1. Definitions and Interpretation

Capitalized terms used in this Agreement have the meanings assigned in this Section unless the context otherwise requires. "Services" means the HR managed services described in Section 2. "Confidential Information" means non-public business, personnel, payroll, benefit, and technical information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential.

2. Scope of Services

The Provider shall perform HR managed services including, but not limited to, payroll administration, benefits administration, employee relations support, recruitment coordination, policy drafting and compliance assistance, HRIS administration, and reporting as described below. Specific deliverables, service windows, and frequencies are set forth in the statement of work and service schedules attached or described in the fields below.

3. Service Levels and Performance

Provider will perform the Services in a professional manner consistent with industry standards. Provider shall meet the service levels identified in the service level schedule. Where service credits are applicable, remedies shall be limited to those credits and exclusive of other remedies except for breaches of confidentiality or data protection.

4. Term and Termination

The initial term of this Agreement shall commence on Start Date: and continue for a period of months, unless earlier terminated as provided herein. Thereafter the Agreement shall renew automatically for successive renewal periods of unless either party provides written notice of nonrenewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing the notice period stated above and payment of all fees due through the effective date of termination.

5. Fees, Invoicing and Payment

6. Confidentiality and Data Protection

Each party shall use reasonable administrative, physical and technical safeguards to protect Confidential Information. Provider shall implement safeguards appropriate to protect Personally Identifiable Information and payroll data consistent with industry standards. Provider shall not disclose Confidential Information except to employees, contractors, or auditors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

7. Intellectual Property

Each party retains ownership of its pre-existing intellectual property. Materials created by Provider specifically for Client under this Agreement shall be owned by Client upon full payment, except for Provider's underlying tools, methodologies, templates and software, which remain Provider's exclusive property. Provider grants Client a nonexclusive, nontransferable license to use Provider-owned materials solely for Client's internal business purposes.

8. Warranties, Disclaimers and Limitations

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY.

9. Indemnification and Insurance

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Provider shall maintain commercial general liability, professional liability, and workers' compensation insurance in amounts appropriate to the Services and shall provide certificates of insurance upon request.

10. Subcontracting and Personnel

Provider may use subcontractors to perform portions of the Services provided that Provider remains responsible for all obligations under this Agreement. Provider warrants that its personnel performing Services have appropriate skill and background. Provider shall ensure that personnel conducting background checks or handling payroll data have undergone appropriate screening.

11. Background Checks and Employee Verification

Provider is authorized to perform employment verification and background checks on Provider personnel assigned to Client, and to facilitate background checks on Client candidates if engaged to do so. Client authorizes Provider to contact Client's prior employers and references as necessary to perform Services where requested by Client. Provider will comply with applicable laws governing background checks and privacy.

12. Compliance with Laws and Equal Opportunity

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement. Provider affirms it is an equal opportunity provider in its employment practices and will not discriminate in providing Services.

13. Change Orders

Material changes to the Scope of Services or to fees shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, any impact on fees or schedule, and the effective date of the change.

14. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts designated below by hand, certified mail, or email to the address provided.

15. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. Amendments must be in writing and signed by authorized representatives. If any provision is held invalid, the remainder shall remain effective. This Agreement shall be governed by the laws of the jurisdiction specified below.

16. Client Representations and Authorization

Client represents that it has the authority to engage Provider and to provide employee data and other information required to deliver the Services. Client authorizes Provider to obtain, verify and use information about Client's employees to the extent necessary to perform Services and to comply with applicable law.

17. Acknowledgment

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement and that the individuals signing are authorized to bind their respective parties.

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