This is an agreement for a company obtaining IT Systems, and HR Management
Services from a third party provider of such services. This agreement contains clauses
like what the services will include; what the payment for those services will be; term and
termination; liability; work for third parties; and which jurisdiction's laws will govern the
agreement. This document contains numerous standard clauses commonly used in
these types of agreements; however, additional language may be added to allow for
customization to ensure the specific terms of the parties’ agreement are addressed.
Use this form when obtaining IT Systems and HR Management Services from a third
party provider of such services.
Human Resources Management and IT System Services Agreement
THIS AGREEMENT (“Agreement”) is entered into on _____________, 201___ [DATE],
between ____________ hereafter "Company" and ___________ [NAME OF PERSON OR
BUSINESS WHO WILL BE PROVIDING SERVICES] hereafter "Service Provider", and
shall be effective as of the date of signing.
Service Provider is engaged in the business of providing outsourced Human Resources
Management and IT Systems Services and related services;
Company desires to retain Service Provider to perform the services provided for in this
Agreement.
Company and Service Provider agree as follows:
1. ______________ [NAME OF COMPANY WHO IS HIRING] hereby retains [NAME OF
SERVICE PROVIDER] as an independent contractor, and not as its agent, to perform Human
Resource Management and IT Systems Services on its behalf, as described more fully below.
_______________ [SERVICE PROVIDER] shall perform such other work as agreed to by the
parties from time-to-time.
SERVICES:
2. Human Resource Management Services shall include, but are not limited to:
(a) ____________________
____________________
{Instruction: List human resource management services to be provided here.}
3. IT Systems Services shall include, but are not limited to:
(a) _____________________ [list IT Systems Services to be provided here]
_____________________
{Instruction: List IT systems services to be provided here.}
4. __________________ [SERVICE PROVIDER] shall utilize a standard of duty and care
equal to that of a reasonably prudent person acting on its own behalf in similar circumstances in
the performance of Human Resource Management Services and IT Systems Services.
PAYMENT:
5. In consideration for the Services rendered under this Agreement, [SERVICE
PROVIDER] shall be entitled to payment from ______________ [COMPANY] as follows:
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(a) [Service Provider] shall issue an invoice at the end of each quarter for Services provided.
Payment by Company shall be due no more than thirty (30) days after receipt of invoice
(b) ________________ [COMPANY] shall provide reimbursement for reasonable out-of-
pocket expenses actually and necessarily incurred for travel of the [Services Provider]'s
employees in connection with providing Services rendered. Such travel costs shall include hotel
accommodation and meals and transportation required during the time in which services are
being provided.
TERM AND TERMINATION:
6. The term of this Agreement shall begin on ________,___ 201__, and shall continue until
____________ [COMPANY] or ______________ [SERVICE PROVIDER] shall serve notice
to the other in writing of its decision to terminate the provisions of this Agreement, in which
event such Agreement shall terminate at the conclusion of the quarter in which such notice is
given.
7. In addition to the provisions set forth above, the provisions of this Agreement may be
terminated immediately upon written notice as follows:
(a) by either Party in the event the other Party fails to perform any of its obligations as stated
in this Agreement and shall fail to remedy such non-performance within thirty (30) days after
written demand to remedy such breach has been made;
(b) by either Party, in the event that the other Party shall be declared insolvent or bankrupt or
make any assignment or other arrangement for the benefit of its creditors or to be dissolved or
liquidated.
8. Upon termination of the provisions of this Agreement all rights and obligations hereunder
shall terminate, except for rights and obligations in respect of payment for Services and
reimbursement.
LIABILITY:
9. Neither party will be liable to the other or to third parties for special, indirect or
consequential damages including attorney’s fees incurred or suffered in conjunction with
Services provided by Service Provider. Each party shall indemnity and hold harmless the other
party against claims arising out of or in conjunction with in whole or part from indemnifying
party’s negligent, fraudulent or illegal acts or omissions except to the extent such liability is a
result of unauthorized, negligent, fraudulent or illegal acts or omissions of the party requesting
the indemnification.
WORK FOR THIRD PARTIES:
10. ___________ [SERVICE PROVIDER] may act for and render Human Resource
Management and IT Systems Services to other persons, firms, or corporations during the term of
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this Agreement, provided that such services do not relate to matters that may be confidential or
directly competitive or adverse to _______________ [COMPANY].
ENTIRE AGREEMENT:
11. This Agreement contains the entire agreement of the parties, superseding any prior written
or oral agreements between them on the same subjec