This Outsourced Human Resources Agreement sets forth the terms of an agreement
between a company and an outsourcing agency for the agency to perform the
company's specified human resources tasks. The document contains numerous
standard provisions as well as options to customize the document to fully set forth the
parties agreement. Use this document when a company engages an outsourcing
agency for such agency to perform the company's specified human resources tasks.
Outsourced Human Resources Agreement
This agreement (“Agreement”) is entered as of _________________, [Instruction: Insert date.]
by and between __________________, [Instruction: Insert hiring company name.] a _____
[Instruction: Insert company formation information.] (“Company”), and
_______________________, [Instruction: Insert outsourcing company name.] a ______
[Instruction: Insert outsourcing company formation information.] (“Outsourcing Agency”).
WHEREAS Company wishes to outsource certain human resources obligations and wishes
Outsourcing Agency to act as its agent to perform such human resources obligations specified
herein [Comment: Parties may wish to include language as to whether or not Company will
use Outsourcing Agency exclusively or non-exclusively, and also whether or not Company
will retain any human resources functions in-house.]; and
WHEREAS Outsourcing Agency wishes to assume such obligations,
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows.
1. Outsourcing Agency shall perform the following tasks (each, an “Outsourced Service” and
collectively, the “Outsourced Services”), commonly and/or previously performed by
Company’s human resources department or an alternative outsourcing agency, as Company’s
agent:
A. [Instruction: Insert specific tasks which Outsourcing Agency will perform. Same
may include, but need not be limited to such tasks as recruiting new hires,
developing Company’s application and interview process, formulation of employee
handbook, payroll services, etc.]
2. Outsourcing Agency shall be paid for the Outsourced Services according to the fee and
payment schedule set forth as Exhibit A - Fee and Payment Schedule.
3. This Agreement shall commence on the date hereof and shall continue for a period of one (1)
year from the date hereof (the “Initial Term”). This Agreement shall automatically be
extended for successive one (1) year terms (each a “Renewal Term”) unless either party gives
the other written notice of its intention not to extend this Agreement at least ninety (90) days
prior to the end of the then current term, or unless terminated as provided elsewhere herein
(the Initial Term, together with each Renewal Term, if any, being collectively referred to
herein as the “Term”). Any time after expiration of the Initial Term, Outsourcing Agency
may change the prices and terms on which Outsourced Services will be provided by
providing at least one hundred twenty (120) days prior written notice to Company (the “Fee
Notice Period”). Company shall have the right, in its sole discretion, to reject such changes
and, in such case; this Agreement shall automatically terminate without penalty to either
party upon expiration of the Fee Notice Period. [Instruction: Parties may revise the
language set forth in this paragraph to reflect their agreement.]
© Copyright 2013 Docstoc Inc. 2
4. Outsourcing Agency shall make reasonable efforts to inform Company of changes in human
resources law or regulation applicable to the Outsourced Services, and shall notify Company
in the event any of Company’s practices (and Outsourcing Agency’s performance of the
Outsourced Services) shall become illegal during the term of this Agreement. Outsourcing
Agency shall not be required to knowingly perform any Outsourced Services which are or
become illegal during the term of this Agreement. Any such failure to perform such illegal
Outsourced Services by Outsourcing agency shall not be considered a breach or default
hereunder and shall not give rise to a right of termination for cause by Company.
5. The parties hereto agree that Outsourcing Agency’s performance of some or all of the
Outsourced Services hereunder may be terminated as set forth herein. It is the parties’
mutual understanding that a termination of provision of one Outsourced Service shall not be
deemed a termination of provision of any or all other types of Outsourced Services set forth
herein. In the event provision of one type of Outsourced Service is terminated, provision of
all other types of Outsourced Services shall be ongoing, unless separately terminated
pursuant to the terms of this Agreement by the terminating party.
6. Company assumes all expenses related to the sending of information to Outsourcing Agency.
Outsourcing Agency is responsible for properly equipping its offices and personnel with the
necessary equipment to provide the Outsourced Services set forth in this Agreement.
Outsourcing Agency shall not be liable for any failure to provide Outsourced Services in
accordance with this Agreement in the event Company fails to assume any such expenses, or
fails to provide information or documentation to Outsourcing Agency necessary for it to
comply with the terms of this Agreement.
7. [Comment: If Outsourced Services include payroll services, parties should include
language here regarding same. Sample language could include the following: The
Company shall designate a commercial checking account (the “Payroll Account”) and
shall maintain therein available funds in an amount sufficient to cover all payroll taxes,
the Company’s net payroll as reported to Outsourcing Agency. Outsourcing Agency
requires that all funds scheduled for electronic transfer from Company be deposited
into the Payroll Account in sufficient time to insure that Outsourcing Agency’s debits
clear. Outsourcing Agency shall bear no liability for any failure to pay any employee in
the event Company fails to electronically transfer funds into the Payroll Account in
sufficient time for Outsourcing Agency debits to clear. Company authorizes
Outsourcing Agency to: (a) initiate debit or credit entries to its Payroll Account for the
applicable charges related to the services provided by Outsourcing agency; (b) send or
transmit to the bank, a credit entry to the account of an employee to effect a payment
from Company to the employee; and/or (c) send or transmit a debit entry to the
employee’s account in order to effect a payment from the employee to Company or
cover any shortfall.]
8. [Comment: Parties should consider including language with respect to any insurance
either party will be required to maintain, especially if any specialized insurance or
bonds will be required, as in an instance where the Outsourced Services include
management of Company employee 401K funds, for instance.]
© Copyright 2013 Docstoc Inc. 3
9. Outsourcing Agency shall be responsible, at its sole cost and expense, to hire sufficient
employees to perform the Outsourced Tasks as set forth and in the manner set forth herein.
10. Company shall permit reasonable access for Outsourcing Agency to its facilities in
connection with work hereunder as required. No charge shall be made for such visits.
11. It shall be the sole obligation of Outsourcing Agency, at its sole cost and expense, to obtain,
provide and maintain training for its staff in current and applicable human resources
procedures, laws and regulations to ensure the Outsourced Services are provided in a manner
compliant with such procedures, law and regulations.
12. Except as required in the performance of its obligations under this Agreement or with the
prior written authorization of the Company, the Outsourcing Agency (including for purposes
hereof, its employees, agents, representatives, consultants and contractors) shall not directly
or indirectly use, disclose, disseminate or otherwise reveal any confidential information,
including but not limited to information regarding Company personnel, and shall maintain
confidential information in confidence for a period of five (5) years from the date of
termination or expiration of this Agreement, for whatever reason. Upon termination or
expiration of this Agreement for any reason whatsoever, Company and Outsourcing Agency
shall leave with or return to the other all documents, records, notebooks, computer files, and
similar repositories or materials containing confidential information of the other party and
such other party's affiliates, including any and all copies thereof.
13. With respect to all matters relating to this Agreement, Outsourcing Agency shall be deemed
to be an independent contractor. Outsourcing Agency shall not represent itself or its
organization as having any relationship to Company other than that of an independent agent
for the limited purposes described in this Agreement. Nothing in this Agreement shall be
deemed to create any joint-venturer, employee-employee relationship or partnership
agreement between the parties hereto.
14. [Comment: Parties may wish to discuss and include here mutual indemnification
language with respect to potential claims regarding human resources issues. As the
scope of indemnification language is very broad, no specific language is included
herein.]
15. Each of the parties hereto shall designate and maintain at all times hereunder a project
manager to serve as a single point of contact for the other party to assist in the resolution of
any matters relating to this Agreement. Further, employees of the Company shall at all times
be provided with a single point of contact, including contact current contact information, at
Outsourcing Agency to answer questions with respect to any Outsourced Services. Such
person shall be an employee of Outsourcing Agency, at Outsourcing Agency’s sole cost and
expense, and available to Company employees upon reasonable request, during normal
Company business hours. Contact with such person by Company and/or its employees shall
be at no additional cost to Company. Outsourcing Agency shall not be required to have any
such point of contact available at any time other than during normal Company business
hours, and su