Establishing secure connection…Loading editor…Preparing document…

HR Wholesale Partner Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

HR WHOLESALE PARTNER AGREEMENT

This HR Wholesale Partner Agreement (the Agreement) is made and entered into on this day by and between:

Parties

Company Entity Type:

Purpose and Scope

The purpose of this Agreement is to establish the terms by which Wholesale Partner will source, promote, and resell the Company's HR products and services to third-party customers in accordance with Company policies, performance standards, and applicable employment laws. The Partner shall perform its obligations in good faith and in a manner consistent with industry standards.

Partner and Company Contacts

Position Information (If Partner Provides Assigned Personnel)

Reporting Manager:

Start Date:

Commercial Terms

Pricing and Discounts: Partner will be entitled to a discount on list prices as follows: . All prices are subject to adjustment upon 30 days' written notice as provided herein.

Term and Termination

Initial Term (months): . Termination for convenience by either party requires days' prior written notice. Termination for material breach is effective upon written notice if the breach is not cured within days.

Confidentiality & Data Protection

Each party shall maintain in confidence all non-public information disclosed by the other party and shall not use such information except to perform obligations under this Agreement. Confidentiality obligations shall continue for years after termination.

Compliance With Employment Laws

Partner warrants that all personnel it supplies or uses in connection with this Agreement shall be employed in accordance with applicable employment and labor laws, including but not limited to wage and hour laws, anti-discrimination statutes, and mandatory withholding and reporting obligations. Partner shall comply with the Company's background-check and onboarding requirements for any personnel assigned to perform Company-facing duties.

Background check authorization:

Insurance, Indemnity & Liability

Partner shall procure and maintain at its expense commercial general liability, employer's liability, and professional liability insurance in amounts not less than:

Indemnity: Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, liabilities, claims, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

Audit, Reporting & Records

Audit Rights:

Performance Metrics & Remedies

Non-Solicitation

During the Term and for months after termination, neither party will directly solicit for employment any individual who was an employee of the other party during the Term without prior written consent, except for general solicitations not targeted at such employees.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the Agreement constitutes a valid and binding obligation, and that the performance of its obligations will not violate any material agreement or law.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of the assigning party's assets.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

HR & Applicant Records (When Partner Provides Personnel)

Partner acknowledges that Company may require access to personnel records for auditing compliance with employment laws and Company policies. Partner certifies that all employment history and educational information provided for assigned personnel is true and complete.

Employment History (Provide for Assigned Personnel)

Education

References

Legal Disclosures

At-Will Employment Statement: If the Partner assigns personnel to perform work under this Agreement, both parties acknowledge that any employment relationship between the assigned personnel and the Partner remains governed by the Partner's policies and, where applicable, must be at-will unless otherwise agreed in writing.

Equal Opportunity: Each party represents that it is an equal opportunity employer and will not unlawfully discriminate in hiring, assignment or terms and conditions of employment.

Applicant/Partner Certification & Authorizations

I certify that all information provided in connection with this Agreement and any personnel submissions is true and complete. I authorize the Company and its agents to contact prior employers and references to verify information and to conduct background, credential and verification checks in accordance with applicable law.

Dispute Resolution

The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the governing state, with each party bearing its own costs except as the arbitrator may award.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Company Printed Name:

By:

Date:

Wholesale Partner Printed Name:

By:

Date:

Enter text✕

What the HR Wholesale Partner Agreement Covers

The HR Wholesale Partner Agreement is a contract between an HR services provider and a reseller or channel partner that defines the terms for wholesale distribution of HR products or services. It sets scope of services, pricing and margins, territory and customer segmentation, service levels, confidentiality, compliance obligations, liability allocation, termination rights, and data-handling rules. For HR products that touch personal data or health information, the agreement commonly includes privacy addenda and references to applicable law to ensure compliance during distribution and joint customer interactions.

Why use a formal wholesale partner agreement

A written agreement reduces ambiguity about responsibilities, protects confidential information, establishes pricing and payment terms, and documents compliance and indemnity provisions needed for HR data handling and regulatory obligations.

Why use a formal wholesale partner agreement

Common parties and stakeholders

Typical users include vendors, channel managers, partner account teams, legal counsel, and HR operations staff reviewing commercial terms before launch.

  • HR services vendor partner managers responsible for onboarding and pricing
  • Wholesale resellers and channel sales teams negotiating margins
  • Legal and compliance teams reviewing data, IP, and indemnities

Use cross-functional review — commercial, legal, and technical teams should confirm the agreement before signing to avoid downstream disputes.

Who typically signs this agreement

Vendor Executive

Chief Operating Officers or VP-level commercial executives often sign for the HR services provider; signatory authority must match corporate delegation and attach a board resolution if required.

Partner Executive

CEOs, Presidents, or authorized channel managers sign on behalf of the reseller; identify delegated signing authority in a corporate certification attached to the agreement.

Essential information to include

Party names: Full legal entity
Tax identifiers: EIN or SSN as applicable
Scope: Services and territories
Pricing: Wholesale rates
Term: Start and end dates
Signatures: Authorized signers

Principal legal and commercial risks

Breach liability: Contract damages
Data exposure: Regulatory fines
Misclassification: Tax or employment risk
IP disputes: License termination
Payment defaults: Collection costs
Regulatory noncompliance: Administrative penalties

Frequent drafting and execution mistakes

  • Vague scope of services that leaves allocation of work and support responsibilities unclear, causing disputes over deliverables and SLAs.
  • Missing data-protection language or failure to attach a BAA when protected health information is processed, leading to HIPAA exposure.
  • Unclear pricing formulae or rebates that omit timing and audit rights, producing billing disagreements and withheld payments.
  • No defined termination for convenience or change-of-control clauses, which complicates partner exits and customer transition plans.

Step-by-step: complete the agreement accurately

Follow this sequence to prepare, review, and execute a compliant HR Wholesale Partner Agreement.

  • 01
    Prepare draft: Populate party details, scope, and pricing.
  • 02
    Internal review: Legal and compliance confirm clauses and addenda.
  • 03
    Partner review: Share with reseller for redlines and negotiation.
  • 04
    Execute: Obtain authorized signatures and retain signed copy.

Execution and routing workflow

Typical routing uses a centralized template, staged approvals, and final signature capture with an audit trail for recordkeeping.

  • Template setup: Create a master template with required fields.
  • Approval gates: Route to finance, legal, then operations.
  • Signature collection: Collect signatures and dates from authorized reps.
  • Archive: Store executed agreement in secure repository.

Core clauses to include in the agreement

A robust agreement addresses commercial terms, compliance, IP, service levels, data handling, and termination mechanics to reduce operational friction.

Commercial Terms

Specify wholesale pricing, discounts, invoicing cadence, payment terms, tax responsibilities, and audit rights to ensure predictable margins and cash flow.

Scope & Territory

Define authorized products, permitted end customers, geographic limits, and channel exclusivity or restrictions to avoid overlap and channel conflict.

Service Levels

Include response and resolution times, uptime targets where applicable, escalation paths, and remedies for SLA breaches to align expectations.

Data Protection

Attach privacy addenda or Business Associate Agreement when processing PHI; state data controls, breach notice timing, and security measures.

Intellectual Property

Clarify ownership of preexisting IP, license scope for branding or materials, and any restrictions on reverse engineering or derivative works.

Termination & Transition

Set notice periods, post-termination obligations, return or destruction of confidential information, and customer transition assistance to minimize disruption.

Practical drafting tips to reduce risk

Adopt clear, measurable language; limit ambiguity; and require cross-functional approval before signature.

Use precise pricing formulas
State whether pricing is fixed, tiered, or volume-based, include effective dates for rates, and require supporting invoicing detail to avoid later disputes and ensure consistent margin calculations.
Standardize data clauses
Include a single privacy addendum for all partners that addresses data classification, access controls, breach notification timelines, and audit rights; require a BAA if PHI is processed to meet HIPAA obligations.
Limit indemnities
Define indemnity scope, monetary caps, and procedures for defense to preserve commercial balance and reduce open-ended liability exposure for both parties.
Preserve audit and compliance rights
Grant the vendor rights to audit partner compliance with reseller policies and data handling, specify reasonable notice and frequency, and set remediation timelines for identified deficiencies.

Typical deadlines and notice windows

Key timeframes should be explicit to avoid disputes over payment, renewal, or termination.

Payment terms:

Net 30 days from invoice date

Renewal window:

Automatic renewal unless 60 days notice

Termination for convenience:

30–90 days written notice

Breach cure period:

Typically 30 days to cure

Indemnity claim period:

Claims reported within 90 days

Recommended digital workflow settings

Configure eSignature fields, signer order, and authentication to match approval and compliance requirements.

Field Configuration
Signature Blocks Required signer, name, title, date
Authentication Email + optional SMS or KBA
Conditional Fields Show based on role or selections
Retention Secure archive with audit trail

Technical and integration considerations

Choose a signing platform that supports required authentication, audit trails, and archive exports for legal and operational needs.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File formats: PDF, DOCX, HTML
  • Security: AES-256 at rest

Verify the platform offers the enterprise integrations and compliance certifications your legal and IT teams require before onboarding partners.

eSignature vendor pricing and capability snapshot

Comparison of common eSignature platforms for executing HR Wholesale Partner Agreements; signNow is listed first as the platform option.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-world examples of HR wholesale partnerships

These examples show typical outcomes when agreements are well-structured and compliant.

Optica Ventures

Optica used a standardized partner agreement to scale reseller onboarding quickly

  • Enabled automated margin reporting across channels
  • As a result, Optica reduced onboarding time by several weeks while keeping consistent compliance and reporting.

Tech Data

Tech Data aligned commercial and technical exhibits to clarify support handoffs

  • Clarified ticket escalation and SLAs
  • This produced fewer service disputes and improved partner satisfaction scores during the first year of the program.

Frequently asked questions about executing the agreement

Answers to common execution, legal, and technical questions encountered when preparing or signing an HR Wholesale Partner Agreement.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users