HR MSA Service Contract

HR MSA SERVICE CONTRACT

This Master Services Agreement (the Agreement) is entered into between Client Name: and Service Provider Name: (each a Party and collectively the Parties) effective as of the Effective Date: / / .

1. Scope of Services

Provider will deliver HR services as described below. Services may include but are not limited to recruitment, onboarding, background screening, policy development, payroll advisory, training, and other HR consulting.

2. Term

This Agreement commences on the Effective Date and shall continue for an initial term of months, unless earlier terminated in accordance with Section 8.

3. Fees and Payment

Hourly rate: $

Monthly retainer: $

4. Expenses and Taxes

Reimbursable expenses shall be preapproved in writing. Provider will invoice for approved expenses and applicable taxes. Taxes payable by Client:

5. Confidentiality & Data Protection

Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care. Confidential Information includes employee data, candidate information, payroll data, and other personnel records.

Client authorizes Provider to conduct background investigations and reference checks for personnel assigned under this Agreement where required. Provider will maintain appropriate security and obtain consents as necessary.

Consent to background checks: I authorize Provider to obtain background checks and contact prior employers for the personnel identified in this Agreement.

6. Key Personnel and Candidate Information

The following Key Personnel will perform the Services. Provider shall not reassign Key Personnel without Client's prior written consent.

Proposed start date: / /

7. Legal Disclosures

At-Will Employment: If Client elects to hire any personnel introduced by Provider as employees, such hiring shall be governed by Client's employment policies, and the employment relationship will be at-will unless a separate written employment agreement states otherwise.

Equal Opportunity: Provider warrants that it and its personnel are in compliance with applicable equal employment opportunity and non-discrimination laws and shall not discriminate in the performance of Services.

8. Termination

Either Party may terminate this Agreement for convenience with prior written notice of days. Termination for cause is permitted where a material breach remains uncured for 30 days after written notice.

9. Intellectual Property

Work product created by Provider specifically for Client under this Agreement shall be owned by Client upon full payment, subject to Provider's preexisting tools and methodologies, which remain Provider's sole property. Parties agree to exchange assignments or licenses as necessary to effectuate ownership provisions.

10. Indemnification & Liability

Each Party shall indemnify the other for third-party claims arising from its gross negligence or willful misconduct. Except for liability for breach of confidentiality, the Parties' aggregate liability to each other shall be limited to the fees actually paid by Client to Provider under this Agreement in the prior twelve (12) months.

11. Insurance

Provider shall maintain commercial general liability and professional liability insurance with minimum limits of $ and shall furnish certificates upon request.

12. Non-Solicitation

During the Term and for a period of after termination, neither Party shall solicit or hire the other Party's employees who were materially involved in the Services without prior written consent. A liquidated fee for breach shall be negotiated in good faith if such provision is violated.

13. Subcontracting

Provider may subcontract portions of the Services with Client's prior written consent. Provider remains responsible for performance of subcontracted Services and compliance with this Agreement.

14. Records, Audit & Compliance

Provider will retain records related to the Services for at least years and will permit Client's reasonable audit of related records upon reasonable notice.

15. Dispute Resolution & Governing Law

Parties shall attempt to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the agreed governing jurisdiction: State of .

16. Notices

17. Applicant Certification & Authorization

I certify that all information provided regarding personnel and candidates is true and complete to the best of my knowledge. I authorize Provider and Client to verify the information and contact previous employers and references.

Certification acknowledged: I certify the information above is accurate and authorize verification and background screening where permitted by law.

18. Miscellaneous

This Agreement constitutes the entire agreement between the Parties and supersedes prior discussions. Amendments must be in writing and signed by authorized representatives. If any provision is held invalid, the remainder shall remain in effect.

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