California hr independent contractor agreement template

California HR Independent Contractor Agreement

This California HR Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date] by and between:

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address] ("Client"),

and

[Contractor Legal Name], a [Contractor Entity Type] with its principal place of business/residence at [Contractor Address] ("Contractor").

WHEREAS, Client desires to engage Contractor to provide certain HR services as an independent contractor; and

WHEREAS, Contractor desires to provide such HR services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Services

Option A: Contractor shall provide the following HR services to Client: [Detailed Description of HR Services, e.g., HR consulting, HR compliance, employee handbook creation, workplace investigations, recruiting, onboarding/offboarding support, compensation and benefits consulting, training and workforce development, HR policy drafting, performance management tools, HR compliance audits] as further described in Exhibit A (the "Services").

Option B: Contractor shall provide HR services as requested by Client from time to time, subject to Contractor's availability and Client's acceptance of Contractor's proposed scope of work and fees for each project. Each such project shall be governed by a separate Statement of Work (“SOW”) attached as an exhibit to this agreement.

Measurable deliverable standards: [Specific Standards]

Deadlines: [Dates]

Milestones: [Milestones]

Service Schedules: [Schedule]

Reporting Requirements: [Details of Reports]

2. Work Location

Option A: All Services shall be performed remotely.

Option B: All Services shall be performed on Client's premises located at [Client Location].

Site Access: [Details of Site Access Procedures]

Security: [Details of Security Protocols]

Use of Client Equipment: [Description of Equipment Usage]

COVID-19 Compliance: [COVID-19 protocols to follow]

Option C: Services shall be performed both remotely and on Client's premises as needed and agreed upon in advance for each task.

Travel requirements: [Details of travel required including locations and expected frequency]

3. Personnel and Subcontracting

Option A: Contractor shall perform all Services personally. No subcontractors are permitted.

Option B: Contractor may use subcontractors to perform certain Services, subject to Client's prior written approval. Contractor shall remain fully responsible for the performance of all Services, including those performed by subcontractors.

Subcontractor Conditions: [Conditions for Subcontractor Use]

Interaction with Client’s personnel: [Description of how the contractor will interact with client employees]

4. Communication and Documentation

Method and Frequency of Client Communications: [e.g., Weekly meetings, email updates, etc.]

Documentation Standards: [Specify formatting, storage locations, and naming conventions]

Required Recordkeeping: [Specific records that must be kept and for how long]

Coordination with other vendors or internal HR staff: [Description of how the contractor will coordinate with other individuals]

5. Compensation and Payment

Option A: Client shall pay Contractor at an hourly rate of [Hourly Rate] for all Services performed.

Option B: Client shall pay Contractor a fixed fee of [Project Fee] for the completion of the Services described in Exhibit A.

Option C: Client shall pay Contractor a retainer of [Retainer Amount] per [Time Period]. Services beyond those covered by the retainer will be billed at [Hourly Rate].

Invoice Requirements: [Invoice Details Required]

Payment Schedule: [Payment Schedule]

Expense Reimbursement Policy: [Reimbursement Policy]

Payment Method: [Payment Method]

Preapproval for Costs: [Policy on preapproval]

Overtime Policy: Contractor acknowledges and agrees that this is an independent contractor relationship, not an employment relationship, and that AB 5 and Labor Code §2750.3 are considered. Contractor is not entitled to overtime pay.

Taxes: Contractor is solely responsible for all federal, state, and local taxes, including estimated tax payments and self-employment taxes, arising from payments made under this Agreement. Client will issue IRS Form 1099-NEC to Contractor as required by law.

Sales Tax: [Applicability of Sales Tax]. If sales tax is applicable, Contractor is responsible for collecting and remitting such taxes to the appropriate authorities.

6. Ownership of Work Product and Intellectual Property

Contractor agrees that all work product, reports, and other materials created by Contractor in connection with the Services (the "Work Product") are the sole and exclusive property of Client. Contractor hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights.

Return or destruction of records: Upon termination of this Agreement, Contractor shall promptly return or destroy, at Client's option, all Work Product and any other confidential information of Client in Contractor's possession or control, in compliance with California privacy laws, including CCPA/CPRA if applicable.

Client-licensed or pre-existing materials: [Detail how client-owned or licensed materials are handled.]

7. Confidentiality and Non-Disclosure

Contractor agrees to hold all confidential information of Client, including but not limited to employee data, business plans, and financial information, in strict confidence and not to disclose such information to any third party or use it for any purpose other than the performance of the Services. This obligation extends to personally identifiable information as defined under California privacy legislation (including CCPA/CPRA, Cal. Civil Code §1798.100 et seq.).

Data Breach Notification: Contractor shall immediately notify Client of any data breach or suspected unauthorized use of Client's confidential information or employee data.

Subpoenas: [Procedure in the event of subpoena]

8. Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. This Agreement is intended to comply with California law, including AB 5 and the ABC Test. Client shall not have the right to control or direct the manner in which Contractor performs the Services.

Contractor is not entitled to any wages, benefits, unemployment insurance, workers' compensation, paid sick leave, or any other employment benefits.

Contractor is responsible for obtaining and maintaining their own insurance, including general liability and professional liability covering HR services as appropriate.

This is not an employment relationship.

9. Workplace Investigations

If Contractor conducts workplace investigations, Contractor shall comply with California investigatory privilege, state and federal EEO laws, and requirements for impartiality. Contractor shall retain investigation documentation and follow Client's procedures for reporting results.

10. Anti-Discrimination and Harassment Prevention

Contractor agrees to comply with all applicable anti-discrimination and anti-harassment laws, including the Fair Employment and Housing Act (FEHA). If Contractor provides training or advice on harassment prevention, Contractor shall adhere to state-mandated training standards.

11. Background Checks and Sensitive Employee Data

Contractor shall handle background check materials and other sensitive employee-related data consistent with California's Ban The Box, Fair Credit Reporting Act, and Client's internal policies.

Vetting Procedures: [Specific steps for contractor to protect personal information during vetting.]

12. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to Contractor's breach of this Agreement, data loss caused by Contractor, or any act or omission of Contractor in connection with the Services.

Caps or Exclusions: [Describe any caps or exclusions on indemnification.]

13. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.

Option A: Either party may terminate this Agreement for any reason upon [Number] days' written notice to the other party.

Option B: Client may terminate this Agreement immediately for cause, including but not limited to Contractor's breach of this Agreement, negligence, or misconduct.

Early Termination: [Detail circumstances allowing for early termination without cause]

Payment for work completed: Upon termination, Contractor shall be paid for all Services performed through the date of termination.

Return/destruction of confidential data: Upon termination, the Contractor must return/destroy confidential data as outlined in section 6.

14. Post-Termination Obligations

During the [Number] month period following the termination of this Agreement, Contractor shall not solicit or interfere with Client's employees or contractors. This provision is intended to be narrowly drafted to comply with California law.

15. Compliance and Legal Updates

Contractor shall ensure that all HR policies and practices are updated as needed to comply with changes in California employment law, directives from the Department of Fair Employment and Housing (DFEH/CRD), California Labor Code, or relevant city/county ordinances.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through amicable negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, State] before resorting to litigation or arbitration. If mediation is unsuccessful, [Option: the parties agree to binding arbitration administered by [JAMS/AAA] under its rules then in effect, or the parties reserve the right to pursue litigation in California state court.] The prevailing party shall be entitled to recover its reasonable attorney's fees and costs. Jurisdiction and venue for any legal action shall be in [County], California. California law shall govern this agreement.

17. Record Retention

Contractor shall retain all HR records in accordance with California Labor Code and privacy laws (e.g., retention of investigation documentation for two years, or longer if required by statute or agency).

18. Insurance

Contractor shall maintain professional liability (errors and omissions) insurance in an amount not less than [Dollar Amount] and shall provide Client with proof of such insurance upon request. Contractor shall also provide Client with a workers' compensation exemption/waiver if Contractor does not have W-2 employees.

19. Client Policies

Contractor shall adhere to the following Client policies while working on Client's premises or accessing Client's systems: [List of Policies, e.g., IT use, health & safety, anti-harassment, confidentiality, code of conduct].

Client-provided access: [Systems, badges, etc. that the client provides to the contractor.]

20. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or natural disaster. Notice of such event must be provided to the other party within [Number] days.

21. Assignment/Subcontracting

Contractor shall not assign or delegate any of its rights or obligations under this Agreement without Client's prior written consent.

22. Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. The parties acknowledge that they have the authority and capacity to enter into this Agreement under California law. This is the entire and exclusive agreement between the parties.

24. Addenda

This agreement can be further tailored by adding an addenda that contains any unique HR project information or client-specific compliance requirements.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]