HR Vendor Contract

HR VENDOR CONTRACT

Parties and Effective Date

This HR Vendor Contract ("Agreement") is entered into between Client Name: , located at Client Address: and Vendor Name: , located at Vendor Address: . Effective Date: Day Month Year .

Recitals

Whereas Client requires certain human resources services and Vendor represents that it has the expertise and capacity to provide such services; the parties agree to the terms set forth in this Agreement.

Scope of Services

Term

This Agreement shall commence on the Effective Date and continue for a Term of unless earlier terminated in accordance with Section Termination below. Renewal shall be by written amendment signed by both parties.

Compensation and Fees

Invoicing and Taxes

Vendor shall submit itemized invoices to Invoice Recipient: at Notice Address: . Invoices shall include sufficient detail to permit Client to evaluate charges. Taxes shall be treated as follows:

Confidentiality and Data Protection

Vendor shall maintain as confidential all Client Confidential Information and shall not disclose such information except as necessary to perform the Services. Vendor will implement and maintain administrative, technical and physical safeguards appropriate to the nature of the data and in compliance with applicable data protection laws. Vendor will notify Client of any unauthorized access or breach involving Client data within days of discovery.

Vendor agrees to execute a data processing addendum as required by Client.

Background Checks & Personnel

Vendor shall ensure that personnel assigned to Client are qualified and have undergone appropriate background checks, licensing and verification as required by law and Client policies. Vendor certifies that it will, upon request, provide documentation of background checks and credentials.

Yes

Insurance

Vendor shall maintain commercial general liability, professional liability, workers' compensation and other insurance as required. Insurance Carrier: Policy Number: Limits:

Indemnification and Limitation of Liability

Vendor shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, losses or liabilities arising from Vendor's negligence, willful misconduct, or breach of this Agreement. Except for claims arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Vendor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Termination

This Agreement may be terminated by either party for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured after days' written notice of breach. Upon termination, Vendor shall cease work, submit final invoices and return Client property and Confidential Information.

Records, Audit and Compliance

Vendor shall maintain records relating to performance and billing for a period of years and shall permit Client or its designee to audit relevant records with days' prior notice. Vendor shall promptly remedy any deficiencies identified by such audit.

Subcontracting and Assignment

Vendor shall not assign or subcontract its obligations under this Agreement without Client's prior written consent. Where subcontracting is approved, Vendor remains fully responsible for subcontractor performance.

Consent required

Independent Contractor

Vendor is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship. Vendor is responsible for its own taxes, benefits and employment obligations for its personnel.

Warranties and Representations

Each party represents that it has authority to enter this Agreement. Vendor warrants that Services shall be performed in a professional and workmanlike manner consistent with industry standards and applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of State: without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good faith negotiations and, if unsuccessful, submit disputes to binding arbitration in accordance with agreed procedures.

Notices

HR Compliance Statements

At-Will Employment Statement: Where Vendor supplies personnel to Client, such personnel remain employees or contractors of Vendor and their engagement with Client does not alter at-will employment status unless a separate written employment agreement between Client and the individual exists.

Equal Opportunity Statement: Vendor represents and warrants that its hiring, assignment and personnel practices comply with applicable equal opportunity and anti-discrimination laws and that it does not engage in unlawful employment practices.

Vendor Personnel Background — HR Details

Employment History — Key Personnel

Education

References

Vendor Certifications and Authorizations

I certify that all information provided in this Agreement and in any attachments or statements of qualifications is true, complete and accurate to the best of my knowledge. I authorize Client to verify representations and to contact references and former employers as necessary. I further authorize Client to conduct background checks and verification checks of credentials for any personnel assigned to Client.

Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior understandings. Amendment: This Agreement may be amended only by a written instrument signed by both parties. Severability: If any provision is held invalid, the remainder shall remain in effect.

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