PEO Services Agreement

PEO SERVICES AGREEMENT

Parties, Effective Date and Recitals

This PEO Services Agreement (the Agreement) is entered into by and between:

Effective Date: . The parties agree that the PEO will provide human resources, payroll, tax administration, benefits administration, workers' compensation administration and related services for the Client and Client's employees subject to the terms and conditions set forth herein.

Definitions

Capitalized terms used in this Agreement are defined as follows: "PEO" means the professional employer organization identified above; "Client" means the employer identified above; "Covered Employees" means those employees of Client enrolled in the PEO program; "Fees" means payments due to PEO for Services. Additional definitions are set out in the exhibits and attachments incorporated into this Agreement.

Scope of Services

PEO will perform the following Services on behalf of Client for Covered Employees: payroll processing and related tax withholding and filings; benefits administration and enrollment; workers' compensation policy procurement and claims administration; HR administration including employee handbook maintenance and employment policy administration; unemployment claims management and certain risk management services. Specific service modules selected (check all that apply):

Payroll processing and tax administration
Benefits administration
Workers' compensation administration
HR administration and compliance
Recruiting and onboarding support

Term; Termination; Renewal

Term: The initial term commences on the Effective Date and extends for months. Thereafter the Agreement renews automatically for successive month periods unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

Termination: Either party may terminate for material breach if the breach remains uncured for days after written notice. Immediate termination is permitted for insolvency, fraud, or material noncompliance with applicable payroll tax obligations.

Fees, Billing and Payment

Client shall pay PEO the Fees set forth below and in the attached Fee Schedule. Fees are due in accordance with PEO's invoice terms and are exclusive of applicable taxes unless otherwise stated.

Late Payment: Past due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for costs of collection, including reasonable attorneys' fees.

Payroll, Taxes and Benefits Administration

PEO shall calculate and process payroll, withhold and remit payroll taxes, prepare and file required payroll tax returns in PEO's name or as agent as permitted by law. Client remains responsible for providing accurate employee data and timely approval of payrolls. Benefit plan sponsorship and administration shall be performed as agreed in writing; PEO may act as plan sponsor where required by law.

Workers' Compensation and Insurance

PEO will procure workers' compensation coverage and manage claims as administrator unless otherwise stated. Premiums for such coverage shall be charged to Client and are subject to audit. Client agrees to cooperate fully in claims handling and loss control measures.

Client Responsibilities

Client is responsible for: maintaining accurate employment records; timely submission of new hire data and changes; providing copies of relevant policies and agreements; cooperating in audits; and providing funds necessary for payroll and benefit payments. Client warrants that all information provided to PEO is true and accurate.

Liability, Indemnification and Insurance

Each party shall indemnify and hold the other harmless from claims arising out of its negligence or willful misconduct. PEO's liability for direct damages shall be limited to the amount of Fees paid by Client in the three months preceding the claim. Neither party shall be liable for consequential, incidental or punitive damages except for breaches of confidentiality or willful misconduct.

Confidentiality and Data Protection

Each party agrees to protect confidential information of the other and to implement reasonable administrative, physical and technical safeguards to protect personal data. PEO shall use employee data only for the purposes necessary to perform Services and in compliance with applicable data privacy laws.

Records, Audits and Reporting

PEO shall maintain payroll and benefit records in accordance with applicable law. Client or its authorized representative may audit records relevant to this Agreement upon reasonable notice and during normal business hours. Costs of audit are borne by the requesting party unless material noncompliance is discovered.

Dispute Resolution

The parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes shall be submitted to binding arbitration in accordance with mutually agreed arbitration rules. Each party shall bear its own attorneys' fees except where a court or arbitrator awards fees to the prevailing party.

Personal Information — Client Primary Contact

Primary Phone:     Email:

Position Information (Sample Position for Enrollment)

Reporting Manager:    Start Date:

Employee Onboarding — Key Employee 1

Phone:    Email:    SSN (last 4):

Employment History — Employee 1 (At least two prior employers)

Title:    Dates Employed:

Title:    Dates Employed:

Education — Employee 1

Graduation Date:

Employee Onboarding — Key Employee 2

Phone:    Email:    SSN (last 4):

Employment History — Employee 2 (At least two prior employers)

Title:    Dates Employed:

Title:    Dates Employed:

Education — Employee 2

Graduation Date:

References — Professional (Provide three)

Phone:    Email:

Phone:    Email:

Phone:    Email:

Legal Disclosures

At-Will Employment: Unless an express employment contract signed by both the employer and the employee states otherwise, employment of Covered Employees is at-will and may be terminated by either party at any time, with or without cause, subject to applicable law.

Equal Opportunity: PEO and Client are equal opportunity employers. All employment decisions will be made without unlawful consideration of race, color, religion, sex, national origin, age, disability, genetic information, veteran status, or other protected characteristic.

Applicant Certification & Authorizations

I certify that the information provided in this Agreement and accompanying enrollment materials is true and complete to the best of my knowledge. I understand that material misrepresentations may be grounds for termination of services.

Authorization: Client authorizes PEO to contact prior employers, references and other third parties as necessary to verify information and to perform required background checks, subject to applicable law. Client further authorizes the release of necessary employment records to PEO for the purpose of administering benefits and payroll.

Client authorizes background checks and employment verification for Covered Employees.

Miscellaneous Provisions

Entire Agreement: This Agreement, including exhibits and fee schedules, constitutes the entire understanding between the parties and supersedes prior agreements relating to the Services.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that PEO may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

Governing Law: This Agreement shall be governed by the laws of the state agreed upon by the parties. Venue for any dispute shall be in a court of competent jurisdiction in that state unless the parties agree to arbitration.

Notices

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