HR MSA Template

HR MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of Date: by and between Company Name: , Principal Address: (the "Company"), and Service Provider Name: , Principal Address: (the "Provider"). The Company and the Provider are each a "Party" and collectively the "Parties."

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth in an applicable Statement of Work ("SOW"). For purposes of this Agreement, "Confidential Information" includes employee personally identifiable information, payroll data, benefits records, medical and background-screening results, and any nonpublic business information disclosed by a Party.

2. Scope of Services

3. Term and Termination

Term Commencement Date: . Initial term: months. Thereafter the Agreement will automatically renew for successive terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term. Either Party may terminate for convenience upon days' written notice. Material breach not cured within days permits termination for cause.

4. Fees, Invoicing and Payment

All fees are exclusive of applicable taxes. Unpaid amounts bear interest at the lesser of 1.5% per month or the maximum allowed by law.

5. Personnel; Background Checks; Classification

Provider shall assign only personnel who are qualified and authorized to perform the Services. Provider is responsible for compensation, benefits, taxes and all employer obligations for its personnel. Provider shall ensure assigned personnel have undergone background screening in accordance with Company requirements and applicable law.

6. Assigned Personnel Records (At least two personnel)

Personnel 1

Proposed start date: Hourly rate / salary:

Provider represents that the foregoing is accurate and Provider authorizes the Company to contact prior employers and references for purposes of verification and background checks. Provider authorizes background checks for Personnel 1: Accept

Personnel 2

Proposed start date: Hourly rate / salary:

Provider authorizes background checks for Personnel 2: Accept

7. Confidentiality and Data Protection

Each Party shall maintain the confidentiality of the other Party's Confidential Information and implement administrative, technical and physical safeguards to protect employee personal data. Provider shall process personal data only in accordance with Company instructions and applicable law.

8. Compliance with Laws; EEO; At-Will

Provider represents and warrants that it and its personnel will comply with all applicable laws, regulations and Company policies. The Parties agree that any temporary or contracted personnel provided under this Agreement are employees of the Provider and not employees of the Company. The Company is an equal opportunity employer and requires compliance with nondiscrimination laws; Provider shall not discriminate in hiring or assignment of personnel.

9. Intellectual Property; Work Product

Unless otherwise agreed in a SOW, all work product created by Provider specifically for the Company under this Agreement shall be deemed work made for hire and assigned to the Company. Provider shall execute assignments and take such actions as reasonably requested to effectuate this provision.

10. Indemnification and Limitation of Liability

Provider shall indemnify and hold harmless the Company from third-party claims arising from Provider's negligence, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, the Parties' aggregate liability shall be limited to the greater of direct damages equal to or the fees paid in the preceding twelve (12) months.

11. Insurance

Provider shall maintain insurance customary for the services provided, including workers' compensation, commercial general liability, and professional liability. Provider shall provide certificates of insurance upon request.

12. Non-Solicitation

During the term and for months after termination, neither Party will solicit for hire the other Party's personnel assigned under this Agreement without prior written consent or payment of a placement fee as agreed in writing.

13. Audit and Records

Company may audit Provider's records that are directly related to fees and compliance with this Agreement upon reasonable notice and during normal business hours. Provider shall retain records for a period of at least three (3) years following performance of the Services.

14. Dispute Resolution; Governing Law

The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the state of Governing Law State: , except that either Party may seek injunctive relief in a court of competent jurisdiction.

15. Notices

All notices under this Agreement shall be delivered to the addresses below or to such other addresses as the Parties may notify in writing.

16. Miscellaneous

This Agreement, together with any SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements. No amendment is effective unless in writing and signed by authorized representatives of both Parties. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

Acknowledgements and Certifications

Each Party certifies that it has the authority to enter into this Agreement and that the individual signing below is authorized to bind the Party. Provider certifies that the information provided in the Personnel sections is, to the best of Provider's knowledge, true and complete.

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