Georgia hr independent contractor agreement template

Georgia HR Independent Contractor Agreement

This Georgia HR Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between [Client Company Name], a [State] [Entity Type] with its principal place of business at [Client Company Address] ("Client"), and [Contractor Name or Legal Entity Name], an individual residing at [Contractor Address] or a [State] [Entity Type] with its principal place of business at [Contractor Address] ("Contractor").

1. Scope of HR Services

• Option A: The Contractor shall provide the following HR services to Client: [Detailed description of HR services, including but not limited to employee recruitment, onboarding, payroll administration (if applicable and compliant), policy drafting, HR compliance audits, training, benefits administration, employee relations counseling, and regulatory filings specific to Georgia and federal law.]
• Option B: The Contractor shall perform the services outlined in Exhibit A, attached hereto and incorporated by reference.
• The Contractor shall adhere to the following schedule for deliverables: [Specify deadlines, milestones, reporting protocols, and work schedule.]
• The Contractor shall use the following software/platforms: [List all software, platforms, and access permissions.]

2. Independent Contractor Status

• Option A: It is expressly understood and agreed that Contractor is an independent contractor and not an employee, partner, or agent of Client. Client shall not be liable for any withholding taxes, unemployment insurance, workers' compensation, or other benefits. Contractor is solely responsible for payment of all applicable Georgia and federal income taxes, FICA taxes (if applicable), and self-employment taxes. Contractor will provide Client with a completed IRS Form W-9. Client will issue a Form 1099-NEC to Contractor if payments exceed $600 in a calendar year.
• Option B: Contractor acknowledges and agrees that they are operating as an independent business and are responsible for all business expenses, licenses, and insurance necessary to perform the services outlined in this Agreement.
• Contractor is not authorized to make any representations or incur any obligations on behalf of Client.

3. Compensation

• Option A: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered.
• Option B: Client shall pay Contractor a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option C: Client shall pay Contractor a retainer of [Dollar Amount] per [Time Period, e.g., month].
• Contractor shall submit invoices to Client on a [Frequency, e.g., monthly] basis. Payment is due within [Number] days of receipt of invoice.
• Reimbursable expenses, if any, must be pre-approved in writing by Client and will be reimbursed upon submission of proper documentation.
• Late payment penalties: [Specify late payment penalties, if any].
• Applicable Georgia sales/use tax treatment: [Specify whether Georgia sales/use tax applies and who is responsible for it].

4. Ownership and Intellectual Property

• Option A: All work product, documentation, data, templates, and intellectual property developed by Contractor in connection with the services provided under this Agreement shall be owned exclusively by Client. Contractor hereby assigns all right, title, and interest in such work product to Client.
• Option B: Contractor retains ownership of pre-existing intellectual property. Client shall have a non-exclusive license to use any pre-existing intellectual property incorporated into work product created under this Agreement.
• Contractor shall comply with all applicable Georgia laws regarding employee records, retention, and disposal, including federal (FMLA, FCRA) and state-level HR and privacy obligations.

5. Confidentiality

• Contractor agrees to hold all confidential information of Client, including but not limited to employee data, personnel files, payroll information, and trade secrets, in strict confidence.
• Option A: Contractor shall not disclose any confidential information to any third party without Client’s prior written consent.
• Option B: Exceptions to confidentiality include disclosures required by law, such as in response to a valid subpoena or as required by Georgia or federal law (e.g., EEOC investigations).
• Upon termination of this Agreement, Contractor shall return all confidential information to Client.

6. Data Protection and Cybersecurity

• Contractor shall implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of Client data, including compliance with Georgia’s Personal Identity Protection Act.
• Contractor shall promptly notify Client of any suspected or actual data breach.
• Contractor shall adhere to Client’s cybersecurity policies and guidelines, if any.
• Contractor's data security measures include: [Describe specific security measures.]

7. Non-Solicitation and Non-Interference

• Contractor agrees that during the term of this Agreement and for a period of [Number] months following termination, Contractor shall not directly or indirectly solicit or attempt to solicit any employee of Client for employment or engage with the Client's staff for competing services.
• This non-solicitation provision shall be limited to the extent necessary to protect Client's legitimate business interests and is compliant with Georgia's restrictive covenant laws (O.C.G.A. § 13-8-50 et seq.).
• Geographic scope: [Specify geographic scope of non-solicitation.]
• Protectable interest: [Specify the protectable interest of the client.]

8. Indemnification and Liability

• Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor’s performance of services under this Agreement, including but not limited to errors in HR advice, non-compliance causing regulatory penalties, misuse of client data, or breaches of discrimination or harassment policies.
• Client shall not be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement.
• Limit of Liability: [Specify the limits of contractor’s liability.]

9. Insurance

• Option A: Contractor shall maintain professional liability/Errors & Omissions insurance with a minimum coverage of [Dollar Amount].
• Option B: Contractor shall maintain workers' compensation insurance if Contractor engages subcontractors and as required by Georgia law.
• Contractor shall provide Client with certificates of insurance evidencing such coverage.

10. Subcontracting/Assignment

• Contractor shall not subcontract or assign any of its obligations under this Agreement without Client’s prior written consent.
• Any permitted subcontractor shall be bound by the same confidentiality and data protection obligations as Contractor.

11. Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Time Period, e.g., months].
• Option B: This Agreement shall commence on [Start Date] and shall continue until terminated by either party upon [Number] days written notice.
• Client may terminate this Agreement immediately for cause, including but not limited to gross misconduct, breach of confidentiality, or violation of applicable laws or regulations.
• Upon termination, Contractor shall return all Client property and confidential information and deliver all work product to Client in compliance with Georgia recordkeeping law.

12. Dispute Resolution

• The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Georgia].
• If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Georgia], in accordance with the rules of the American Arbitration Association.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Venue for any legal action shall be in [County, Georgia].

13. Compliance Assurance

• Contractor represents and warrants that it is in compliance with all applicable Georgia employment and independent contractor regulations, including those of the Georgia Department of Labor, worker classification taxes, the Affordable Care Act thresholds, and anti-discrimination statutes.

14. Representations and Warranties

• Contractor warrants that it is lawfully authorized to provide HR services in Georgia and possesses any necessary licenses or certifications.
• Contractor warrants that its performance under this Agreement will not violate any other agreement or obligation to which Contractor is a party.
• Contractor warrants that it has no conflict of interest that would interfere with its ability to perform the services under this agreement.

15. Notices

• All notices 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 reputable overnight courier service to the addresses set forth above.
• Electronic communications are acceptable: [Specify conditions for acceptable electronic communication.]

16. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

17. Acknowledgment

• The parties acknowledge that they have reviewed and understand the Georgia-specific legal implications of this HR Independent Contractor Agreement and have had the opportunity to consult with legal counsel.

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

[Client Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name or Legal Entity Name]

By: [Contractor Name]

Title (if applicable): [Contractor Title]