HR Payroll Proposal

HR PAYROLL PROPOSAL

Parties and Proposal Date

Provider Name:    Provider Address:

Client Name:    Client Address:

Proposal Date:

Executive Summary

This Payroll Services Proposal ("Proposal") sets forth the scope, fees, implementation plan, security and legal terms under which Provider will deliver payroll administration and related services to Client. Provider will act as a service provider and not as the legal employer of Client's personnel. The Proposal is effective as of the Proposal Date above and shall be accepted by Client signature below.

Primary Contact / Personal Information

Position Information (Client Payroll Administrator)

Employment History (Key Personnel)

Employer 1 — Company Name:

Employer 2 — Company Name:

Education

References (Professional)

Scope of Services

Provider will perform payroll services as selected below. Specific deliverables, payroll schedule and responsibilities are set forth in the accepted Proposal and incorporated exhibits.

Services (select applicable): Payroll processing    Tax filing and remittance    Direct deposit    Timekeeping integration
Benefits administration    Garnishment processing    Year-end reporting (W-2/1099)

Fees and Payment Terms

Fees quoted below are exclusive of applicable taxes. Final fees will be confirmed in the executed service agreement.

Payment Terms: Invoices are due within 30 days of invoice date. Provider reserves the right to suspend services for overdue invoices following written notice and the expiration of any cure period described in the final agreement.

Implementation Plan & Timeline

Service Levels & Remedies

Provider will process payroll in accordance with the mutually agreed payroll calendar. Provider's standard payroll cutoff for accurate tax filings is: on the business day prior to payroll distribution. Provider will maintain procedures to ensure accuracy; credits or service credits for failures to meet SLA will be negotiated in the final agreement.

Data Security and Confidentiality

Provider will maintain commercially reasonable technical and organizational safeguards to protect payroll and employee data. Provider agrees to treat Client data as Confidential Information and to restrict access to authorized personnel only.

Security features requested (select all that apply): Encryption at rest Encryption in transit PCI/NIST aligned controls

Client Responsibilities

Term, Termination, and Transition

Proposed Term: . Either party may terminate for material breach following written notice and a cure period of days. Transition assistance and data export procedures will be specified in the final agreement.

Indemnification and Limitation of Liability

Each party will indemnify the other for claims arising from its gross negligence, willful misconduct, or breaches of applicable law. Provider's aggregate liability for direct damages shall be limited to the greater of fees paid in the prior twelve months or , except as required by law.

Compliance; Taxes and Filings

Provider will prepare payroll tax filings and remittances based on information provided by Client. Client remains responsible for accurate employee classification and for timely delivery of required information and authorizations. Any penalties due to Client's failure to provide accurate or timely information shall be the Client's responsibility unless caused by Provider's negligence.

Legal Disclosures

At-Will Employment Statement: Where applicable, nothing in this Proposal or the resulting service agreement shall be construed to create a contract of employment or to alter any existing at-will employment relationship between the Client and any of its employees.

Equal Opportunity Statement: Client represents that it complies with applicable equal employment opportunity laws and that Provider's performance under this Proposal will not require Client to act in contravention of such laws.

Applicant Certification & Authorization

I certify that all information provided is true and complete. I authorize Provider and Client to contact prior employers and references to verify the information provided and to perform background checks to the extent permitted by applicable law. I understand that any misrepresentation may be grounds for rejection of this Proposal or termination of services.

Authorization to contact previous employers and conduct background checks: I consent

Acceptance

To accept this Proposal, please sign and date below. The terms above constitute the material terms of the Proposal; the final service agreement will restate and expand these provisions and may include additional exhibits addressing payroll frequency, state tax registrations, and service-level details.

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