HR Monthly Subscription Agreement

HR MONTHLY SUBSCRIPTION AGREEMENT

This HR Monthly Subscription Agreement ("Agreement") is entered into as of by and between Subscriber Name: and Provider Name: .

1. Scope of Services

Provider will deliver the HR services described in Exhibit A (the "Services") on a subscription basis. Services may include payroll administration, benefits coordination, employee handbook maintenance, recruiting support, compliance guidance, and background screening as selected by Subscriber. Provider will perform Services in a professional manner consistent with industry standards.

2. Term and Renewal

The initial term of this Agreement begins on the Effective Date and continues for one month (the "Initial Term") and shall automatically renew each subsequent month unless terminated by either party in accordance with Section 7.

3. Fees, Billing and Payment

Subscriber authorizes Provider to invoice monthly in arrears or in advance as indicated above. Payments not received within days of invoice date are subject to a late charge of per month and reasonable collection costs.

4. Subscriber Contact and Primary User Information

5. Employment History (Sample Records)

Provide two recent employer records for purposes of account setup and potential verification.

6. Education

7. References

Provide three professional references.

8. Legal Disclosures

At-Will Employment Statement: This Agreement does not create an employment agreement between Subscriber and any individual employee. Employment relationships between Subscriber and its employees remain at-will unless expressly modified in a separate written agreement executed by Subscriber and such employee.

Equal Opportunity Statement: Subscriber and Provider represent that they comply with applicable equal employment opportunity laws and will not discriminate on any protected characteristic in hiring, promotions, terminations or employment practices in connection with the Services.

9. Confidentiality and Data Protection

Each party shall maintain in confidence all Confidential Information of the other party and shall not disclose such Confidential Information except to its employees and agents who need access to perform the Services and who are bound to maintain confidentiality. Subscriber retains all rights to employee data and grants Provider a limited, revocable license to process such data solely to provide the Services. Provider will implement reasonable administrative, technical and physical safeguards to protect personal data.

10. Background Checks and Authorization

Subscriber authorizes Provider to obtain background checks and verify employment and education records for individuals submitted for screening. Subscriber represents it has obtained necessary consents from individuals for such checks and will provide copies of consent forms upon request.

I authorize Provider and its agents to conduct background checks and verify employment and education as necessary to provide Services.

11. Warranties, Limitations and Indemnity

Provider warrants that Services will be performed in a competent and professional manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY SUBSCRIBER TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Subscriber shall indemnify and hold Provider harmless from and against any claims arising from Subscriber's use of the Services, Subscriber-provided data, or Subscriber's failure to comply with applicable laws.

12. Termination

Either party may terminate this Agreement upon thirty (30) days' written notice for any reason. Provider may terminate immediately for Subscriber's material breach that remains uncured after ten (10) days' notice. Termination will not relieve Subscriber of unpaid fees for Services rendered through the effective date of termination.

13. Taxes and Regulatory Compliance

Fees do not include taxes. Subscriber is responsible for all taxes, assessments or charges arising from the Services, excluding taxes based on Provider's net income. Each party shall comply with applicable laws in the performance of their obligations.

14. Notices

15. Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets. Provider may engage subcontractors to perform Services provided Provider remains responsible for subcontractor performance.

16. Amendment; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

17. Subscriber Certifications and Acknowledgments

By signing below, Subscriber certifies that all information provided in this Agreement is true, complete and accurate to the best of Subscriber's knowledge. Subscriber authorizes Provider to rely on the representations and the information supplied and acknowledges that Provider will commence performance in reliance on such representations.

18. Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties at the time of execution. If any provision is held invalid, the remainder shall remain in effect. The parties agree to resolve disputes through binding arbitration if mutually agreed, except that injunctive relief may be sought in a court of competent jurisdiction to prevent unauthorized disclosure of Confidential Information.

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