HR Website Hosting Agreement

HR WEBSITE HOSTING AGREEMENT

This HR Website Hosting Agreement ("Agreement") is entered into by and between Client Name: with principal address: and Service Provider Name: with principal address: (each a "Party" and together the "Parties"). The effective date is: .

1. Definitions

"Hosted Site" means the Client's HR website, employee portal, and associated modules identified in the Scope of Services. "Employee Data" means any personal data, personnel records, payroll-related information, or sensitive HR records stored or processed via the Hosted Site. "Confidential Information" means non-public business information, including Employee Data and other materials identified as confidential in this Agreement.

2. Scope of Services

Service Provider will host, operate and maintain the Hosted Site, including routine backups, security patching, monitoring, and technical support as described below. Specific deliverables, milestones and accepted interfaces must be set forth in the Service Description and any attachments.

3. Hosting Specifications and Security

Provider shall maintain reasonable administrative, technical and physical safeguards to protect Employee Data appropriate to the sensitivity of such data, including encryption at rest and in transit, access controls, vulnerability management, logging, and periodic penetration testing. Provider shall isolate Client data from other customers and shall not co-mingle Client Employee Data.

4. Data Protection and Privacy

Provider acknowledges that Employee Data may include personal data subject to applicable data protection laws. Provider will process Employee Data only as instructed by Client, will implement appropriate technical and organizational measures, will notify Client of any unauthorized access or breach affecting Employee Data within 72 hours of discovery, and will cooperate in breach response. Upon termination, Provider will securely delete or return Employee Data as instructed by Client.

5. Service Levels and Maintenance

Provider warrants an uptime target of 99.5% per calendar month excluding scheduled maintenance and force majeure. Scheduled maintenance windows shall be communicated at least 48 hours in advance. Service credits for failure to meet uptime targets will be Provider's sole financial remedy and will be calculated as described below.

6. Fees and Payment

Client shall pay Provider the fees set forth below. Invoices are due within 30 days of receipt. Late payments are subject to a late fee of 1.5% per month on outstanding balances. Additional services outside the Scope of Services are billed at the agreed hourly or project rates.

7. Term and Termination

The initial term shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein. Either Party may terminate for material breach if such breach is not cured within 30 days' written notice. Client may terminate for convenience upon 60 days' prior written notice.

8. Intellectual Property

Client retains all right, title and interest in Client Content and Employee Data. Provider retains ownership of pre-existing software, tools and platform (collectively "Provider IP"). Provider grants Client a non-exclusive license to Provider IP solely to the extent necessary to use the Hosted Site during the Term. Any custom materials created for Client and funded by Client will be treated as work-for-hire or assigned to Client as set forth in the Service Description.

9. Warranties, Disclaimer

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnification and Limitation of Liability

Each Party will indemnify the other for third-party claims arising from its gross negligence, willful misconduct, or breach of confidential information. Except for breaches of confidentiality or indemnification obligations and claims for personal injury or death, each Party's aggregate liability shall not exceed the fees paid by Client to Provider under this Agreement in the prior 12 months.

11. Compliance; Background Checks

Provider shall comply with applicable labor, privacy, anti-discrimination and data protection laws in providing services. Provider shall ensure that personnel with access to Employee Data have completed appropriate background checks and vetting consistent with Client's requirements.

12. Personnel, Contacts and HR Information

The Parties shall each designate an authorized project manager responsible for administration of the Hosted Site and this Agreement.

13. Employment History for Key Personnel (two most recent employers)

Provide recent employment history for the Provider Lead Technician or other key personnel who will access Employee Data.

14. Education / Qualifications

15. References (three professional references)

16. HR Legal Disclosures

At-Will Employment Statement

Nothing in this Agreement creates an employment relationship between Client and Provider's personnel. If any personnel are offered positions by Client, such offer will be governed by a separate employment agreement and will be at-will unless otherwise agreed in writing.

Equal Opportunity

Provider represents that it does not discriminate against applicants or personnel on the basis of protected characteristics and will comply with applicable equal employment opportunity laws with respect to any personnel assigned to the Client.

17. Vendor Certification and Authorization

I certify that all information provided in this Agreement and accompanying schedules is true and complete to the best of my knowledge and that I am authorized to execute this Agreement on behalf of the entity named as Service Provider.

Authorization: Provider authorizes Client and Client's agents to contact the references and previous employers listed above and to conduct background checks and verification of credentials as required for access to Employee Data. Provider will provide proof of completed background checks upon request.

18. Miscellaneous

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter. Amendments must be in writing signed by both Parties. This Agreement shall be governed by the laws of the state or jurisdiction specified by Client unless otherwise agreed in writing.

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