HR MSO Contract Template

HR MSO CONTRACT TEMPLATE

Parties

Effective Date:    Term:

Recitals

This Management Services Agreement (the Agreement) is entered into between the Client named above and the MSO Provider named above. The MSO Provider will provide human resources management, payroll administration, benefits administration, compliance support, recruiting assistance, and related workforce services as set forth in this Agreement and its exhibits.

Scope of Services

The MSO Provider shall perform the services described in Exhibit A (Scope of Services). At minimum, the following categories will be included:

Fees, Invoicing and Payment

Payment Terms: Invoices are due within days of invoice receipt. Late payments accrue interest at .

Term and Termination

This Agreement shall commence on the Effective Date and continue for the initial term set forth above. Thereafter it shall automatically renew for successive periods 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 this Agreement for material breach of its terms if such breach remains uncured for days following written notice. The Client may terminate immediately for MSO Provider fraud or wrongful withholding of payroll or benefits funds.

Confidentiality and Data Security

Each party shall maintain the confidentiality of the other party's confidential information and shall implement administrative, physical and technical safeguards to protect employee data. In the event of an unauthorized disclosure of personal data, the MSO Provider shall notify the Client within hours and cooperate in mitigation and required notifications.

Compliance With Employment Laws

The MSO Provider will perform services in compliance with all applicable federal, state and local employment laws, including wage and hour, anti-discrimination, leaves of absence, and tax withholding obligations to the extent specified in this Agreement. The Client retains ultimate responsibility for employment decisions and compliance unless expressly delegated in writing.

Indemnification and Insurance

Each party shall indemnify the other for losses arising from its own negligent or willful acts. The MSO Provider shall maintain insurance coverage including commercial general liability, professional liability and employer practices liability in amounts not less than per occurrence.

Records, Audit and Transition Assistance

The MSO Provider will retain payroll and HR records as required by law and allow the Client or its designated auditor to inspect relevant records upon days' prior written notice. Upon termination, the MSO Provider will provide transition assistance for a period of days at the agreed transition rates.

Representations and Warranties

Each party represents that it has the requisite authority to enter into this Agreement and that performance will not violate applicable law. The MSO Provider warrants that it will perform services in a professional manner consistent with industry standards.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or breaches of confidentiality, the total liability of either party shall not exceed the total fees paid by the Client to the MSO Provider under this Agreement during the preceding twelve (12) months.

Dispute Resolution and Governing Law

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. Parties agree to first attempt to resolve disputes by negotiation, then mediation, and if unresolved, binding arbitration in the agreed jurisdiction.

Miscellaneous

Notices shall be sent to the addresses listed above. This Agreement, together with exhibits and schedules, constitutes the entire agreement between the parties and supersedes all prior arrangements. Amendments must be in writing and signed by authorized representatives.

Appendix A — Employee Intake and Acknowledgment Forms (For use by MSO)

Personal Information

Phone:    Email:

Position Information

Reporting Manager:    Start Date:

Employment History (Most Recent)

Employment History (Prior)

Education

Graduation Date:

References (Professional)

Legal Disclosures & Applicant Acknowledgments

At-Will Employment: The Client acknowledges that, unless otherwise provided by a written employment agreement, any employment relationship between the Client and its employees is at-will and may be terminated by either party at any time, with or without cause or notice.

Equal Opportunity Statement: The Client and the MSO Provider shall each comply with applicable equal employment opportunity laws and shall not discriminate on the basis of race, color, religion, sex, national origin, age, disability, genetic information, or any other protected characteristic.

By initialing below, the applicant certifies that the information provided is true and complete and understands that false statements or omission of facts may result in disqualification or termination.    Initials:

The applicant authorizes the Client and MSO Provider to contact prior employers and listed references and to obtain consumer and/or investigative background reports where permitted by law.

Consent: I authorize such contacts and background checks.

Applicant Signature:    Date:

Client Authorization (for MSO actions)

The Client authorizes the MSO Provider to act on its behalf with respect to payroll processing, benefits administration enrollment, tax withholdings, and background checks for employees listed in Appendix A, to the extent set forth in this Agreement.

Authorization: Authorized

Signatures

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