Delaware hr independent contractor agreement template

Delaware HR Independent Contractor Agreement

This Delaware HR Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Company Name], a [Client Company Type, e.g., Corporation] with its principal place of business at [Client Company Address] (“Client”), and [Contractor Name], a [Contractor Type, e.g., Sole Proprietorship, LLC] with its principal place of business/residence at [Contractor Address] (“Contractor”).

WHEREAS, Client desires to engage Contractor to provide certain human resources services; and

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

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

1. Description of Services

Contractor shall provide the following HR services to Client (the “Services”):

• Option A: Recruitment services, including sourcing, screening, and interviewing candidates for [Job Titles].
• Option B: Onboarding services, including developing onboarding programs and conducting new hire orientations.
• Option C: Employee relations services, including conducting investigations and mediating disputes.
• Option D: Policy drafting and implementation, including developing and updating employee handbooks to comply with Delaware law.
• Option E: Compliance audits to ensure compliance with federal and Delaware employment laws.
• Option F: Training programs on [Specify Training Topics].
• Option G: Performance management system design and implementation.
• Option H: Compensation consulting and analysis.
• Option I: Employee handbook updates and maintenance to comply with Delaware and federal laws.
• Option J: Payroll guidance (excluding payment processing) as needed.
• Option K: Job description development.
• Option L: HRIS Implementation.
• Option M: DEI Strategy consulting.
• Option N: Other: [Specify Other Services]

2. Scope of Engagement

The scope of this engagement shall be as follows:

• Option A: Project phases: [Describe Project Phases].
• Option B: Duties and obligations: [List Contractor Duties].
• Option C: Minimum service hours/days: [Specify Minimum Hours/Days].
• Option D: Maximum service hours/days: [Specify Maximum Hours/Days].
• Option E: Deliverable standards: [Describe Deliverable Standards].
• Option F: Key Performance Indicators (KPIs): [List KPIs].
• Option G: Reporting intervals: [Specify Reporting Frequency].
• Option H: Client review rights: [Describe Client Review Process].

3. Work Location

The Services shall be performed:

• Option A: Onsite at [Client Location(s) in Delaware].
• Option B: Remotely.
• Option C: Hybrid – [Describe Hybrid Arrangement].

Contractor shall attend in-person meetings as reasonably requested by Client.

Contractor shall [Shall/Shall Not] be subject to background checks.

Contractor [Is/Is Not] required to obtain client approval for subcontracting. If approval is required, the Contractor must obtain written approval from the client.

4. Independent Contractor Status

Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Contractor.

Contractor is not entitled to any employee benefits of Client, including but not limited to health insurance, paid time off, or retirement benefits.

Contractor is not eligible to participate in any employee incentive plans.

Contractor retains control over the manner and means of performing the Services, subject to meeting project deadlines and deliverables.

Contractor acknowledges that they have carefully considered the ABC test for independent contractor status in Delaware and believe that they meet the requirements for such classification under Delaware law.

5. Taxes

Contractor is solely responsible for all applicable federal, Delaware state, and local taxes, including self-employment taxes, arising out of payments made to Contractor under this Agreement.

Client shall not be responsible for withholding any taxes from payments made to Contractor.

Contractor shall provide Client with a valid IRS Form W-9 upon request.

Contractor may be required to provide proof of business registration in Delaware, if requested.

6. Compensation

Client shall compensate Contractor as follows:

• Option A: Hourly rate of [Dollar Amount] per hour.
• Option B: Retainer fee of [Dollar Amount] per [Time Period, e.g., Month].
• Option C: Per milestone payment as follows: [List Milestones and Payment Amounts].
• Option D: Project-based fee of [Dollar Amount] for the entire project.

The total estimated contract value is [Dollar Amount].

Payment shall be made [Payment Schedule, e.g., Bi-weekly, Monthly] upon receipt of Contractor’s invoice.

Invoices shall be submitted to [Invoice Submission Method].

Contractor is responsible for all applicable Delaware taxes.

Expenses:

• Option A: Contractor is not eligible for expense reimbursement.
• Option B: Client will reimburse Contractor for pre-approved expenses up to a maximum of [Dollar Amount]. All expenses must be pre-approved in writing by Client.

Late Payment Penalties: Any payments not received within [Number] days of the due date will be subject to a late payment penalty of [Percentage]% per month, or the maximum amount permitted by Delaware law, whichever is lower.

7. Intellectual Property

Ownership of Deliverables:

• Option A: Client shall own all right, title, and interest in and to all deliverables created by Contractor in connection with the Services, including but not limited to HR policies, templates, and training materials.
• Option B: Contractor retains all right, title, and interest in and to all pre-existing materials and tools used in the provision of the Services. Client shall have a perpetual, non-exclusive license to use any deliverables created during the contract term.

Upon termination of this Agreement, Contractor shall return or securely dispose of all Client data and property in Contractor’s possession or control.

8. Confidentiality

Contractor shall maintain the confidentiality of all employee data, applicant data, proprietary information, and data governed by Delaware and federal privacy laws (e.g., compliance with Delaware’s data breach notification statutes and, if relevant, the federal FCRA and HIPAA regulations) disclosed to Contractor by Client or acquired by Contractor in connection with the Services.

This obligation of confidentiality shall survive the termination of this Agreement.

9. Non-Solicitation

During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, Contractor shall not solicit, directly or indirectly, any employees or clients of Client.

10. Non-Compete (Optional)

Contractor shall not, during the term of this Agreement and for a period of [Number] months following the termination of this Agreement, engage in any business that directly competes with Client’s business within [Geographic Area, e.g., Delaware], specifically relating to [Specific HR Services]. This clause is subject to review for enforceability under Delaware law.

This clause is optional and should be carefully considered based on the specific engagement and reviewed by legal counsel.

11. Insurance

Contractor shall maintain appropriate professional liability insurance (such as Errors & Omissions for HR consulting) with minimum coverage limits of [Dollar Amount] per occurrence and [Dollar Amount] in the aggregate.

Contractor shall provide Client with proof of insurance upon request.

12. Compliance with Laws

Contractor shall comply with all applicable Delaware and federal labor laws, including but not limited to FLSA, FMLA, Title VII, ADA, EO 11246, and DOL wage/hour standards.

Contractor shall not provide legal advice unless specifically licensed to practice law in Delaware.

13. Performance and Cooperation

Contractor shall provide regular progress updates to Client.

Contractor shall cooperate with Client and provide Client with access to HR records as reasonably requested.

Contractor shall promptly notify Client of any risks or regulatory issues that may arise in connection with the Services.

14. Breach and Remedies

In the event of a breach of this Agreement by Contractor, Client shall be entitled to all available remedies at law or in equity, including but not limited to damages, injunctive relief, and specific performance.

Contractor shall indemnify Client for any losses, damages, or expenses incurred by Client as a result of Contractor’s breach of this Agreement, including any regulatory penalties due to Contractor’s fault.

Client shall provide Contractor with a reasonable opportunity to cure any breach of this Agreement, if curable, within [Number] days of written notice of the breach.

15. Termination

This Agreement shall terminate upon completion of the Services.

Either party may terminate this Agreement upon [Number] days written notice to the other party.

Client may terminate this Agreement immediately upon written notice to Contractor if Contractor materially breaches this Agreement, fails to perform the Services in a satisfactory manner, violates Client’s code of conduct, or fails to maintain confidentiality.

Upon termination of this Agreement, Contractor shall provide Client with all outstanding work product and shall cooperate with Client to ensure a smooth transition of the Services.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation or binding arbitration in Delaware.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

The state and federal courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

The language of this Agreement shall prevail over any conflicting oral representations.

17. Representations and Warranties

Each party represents and warrants that it has the legal capacity and authority to enter into this Agreement.

Contractor represents and warrants that it is lawfully registered to provide HR consulting services in Delaware, if required.

18. Conflict of Interest

Contractor shall disclose to Client any actual or potential conflicts of interest that may arise in connection with the Services, including but not limited to concurrent HR consulting services provided to direct competitors of Client in Delaware.

Client may waive any such conflict of interest in writing.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, loss of access to records, changes in legal or regulatory requirements affecting HR practices, or unforeseen changes in labor regulations.

20. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above.

21. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

22. Amendment

This Agreement may be amended only by a written instrument 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.

24. Delaware Law Compliance

This Agreement is intended to comply with Delaware contract law standards on intent, mutual assent, and consideration.

Contractor acknowledges that this agreement should take into consideration the ABC Test, and that the Contractor meets requirements for an independent contractor.

Contractor is also subject to relevant Delaware anti-retaliation and whistleblower protections for HR functions.

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

[Client Company Name]

By: [Client Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Name]