Illinois hr independent contractor agreement template

Illinois HR Independent Contractor Agreement

This Illinois HR Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Client Company Name], a [State] [Entity Type] with its principal place of business at [Client Company Address] (“Client”), and
• [Contractor Full Name], residing at [Contractor Address] (“Contractor”).

WHEREAS, Client desires to engage Contractor to provide HR 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. Scope of Services

Contractor shall provide the following HR services to Client:

• Option A: Talent Acquisition, including [Specify Deliverables and Deadlines].
• Option B: Recruitment and Onboarding, including [Specify Deliverables and Deadlines].
• Option C: Compliance Audits related to [Specify Areas of Compliance], including [Specify Deliverables and Deadlines].
• Option D: Employee Relations, including [Specify Deliverables and Deadlines].
• Option E: Performance Management, including [Specify Deliverables and Deadlines].
• Option F: Policy Drafting, including [Specify Deliverables and Deadlines].
• Option G: HRIS Management Consultancy, including [Specify Deliverables and Deadlines].
• Option H: Training Program Delivery, including [Specify Deliverables and Deadlines].
• Option I: Payroll Consulting (excluding payroll processing), including [Specify Deliverables and Deadlines].
• Option J: Benefits Administration Consultancy, including [Specify Deliverables and Deadlines].
• Option K: Compliance Advisory for Illinois and Federal employment regulations, including [Specify Deliverables and Deadlines].
• Option L: Other Specialized HR Consultancy Services: [Specify Details], including [Specify Deliverables and Deadlines].

2. Term and Termination

The term of this Agreement shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.

• Option A: Either party may terminate this Agreement with [Number] days written notice to the other party.
• Option B: Client may terminate this agreement immediately upon Contractor’s material breach of this Agreement.
• Option C: Contractor may terminate this agreement immediately if Client fails to pay undisputed invoices within [Number] days of the due date.

3. Compensation

Client shall compensate Contractor as follows:

• Option A: [Amount] per hour for services rendered.
• Option B: [Amount] per project, as defined in [Reference Specific Project].
• Option C: [Amount] ongoing retainer per [Month/Quarter].
• Option D: Success-based compensation of [Percentage or Amount] per hire.

Payment shall be made within [Number] days of receipt of Contractor’s invoice. Overdue payments shall accrue interest at a rate of [Percentage] per month, or the highest rate permitted by Illinois law, whichever is lower. Contractor is responsible for all applicable Illinois and federal taxes.

4. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. Contractor is not eligible for Illinois unemployment insurance, worker’s compensation, or employee benefits provided by Client. Contractor is solely responsible for all federal and state self-employment taxes and contributions.

5. Intellectual Property

All work product, analyses, data, documents, employee handbooks, training materials, and policies created by Contractor for Client under this Agreement shall be the sole and exclusive property of Client. Contractor hereby assigns all right, title, and interest in and to such work product to Client. Upon termination of this agreement, Contractor shall return or destroy all Client materials.

6. Confidentiality

Contractor acknowledges that in performing services under this Agreement, Contractor will have access to confidential information regarding Client’s business, employees, and personnel data. Contractor agrees to hold all such information in strict confidence and not to disclose it to any third party. This includes compliance with Illinois-specific privacy regulations, including but not limited to the Illinois Biometric Information Privacy Act (BIPA) if handling biometric HR data, and the Illinois Personal Information Protection Act (PIPA). Upon termination, Contractor shall return or destroy all confidential materials.

7. Compliance with Laws

Contractor shall comply with all applicable federal and Illinois laws, including but not limited to the Illinois Human Rights Act, Title VII, ADEA, ADA, and Illinois Equal Pay Act. Contractor is responsible for advising Client on mandatory notices/posters and updates to Illinois state and local labor laws.

8. Insurance

• Option A: Contractor shall maintain general liability insurance with a minimum coverage of [Amount].
• Option B: Contractor shall maintain professional liability (E&O) insurance with a minimum coverage of [Amount].
• Option C: Contractor shall maintain cyber liability insurance with a minimum coverage of [Amount].

Contractor shall provide Client with proof of insurance upon request.

9. Subcontracting

Contractor shall not subcontract any of the services to be performed under this Agreement without the prior written consent of Client.

10. Limitation of Liability

Contractor’s liability for service errors, legal violations, late or deficient deliverables, loss or compromise of confidential employee data, regulatory fines, or any breach of Client policies shall be limited to [Amount or Formula]. Contractor shall indemnify Client against any and all losses, damages, liabilities, costs, and expenses arising out of or related to Contractor's breach of this Agreement.

11. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

12. Termination

Upon termination of this Agreement, Contractor shall promptly return all Client property, including but not limited to documents, data, and equipment. Client shall pay Contractor for all services performed up to the date of termination.

• Option A: In the event of termination with notice, Contractor shall cooperate with Client in the handover of HR files, systems credentials, and client data.
• Option B: In the event of termination for cause, Client may withhold a portion of the final payment pending resolution of any damages.

13. Non-Solicitation

Contractor agrees not to solicit or attempt to solicit any employees or contractors of Client for a period of [Number] months following the termination of this Agreement.

14. Non-Competition

Contractor agrees not to engage in any business that is directly competitive with Client’s business within a [Number] mile radius of Client’s principal place of business for a period of [Number] months following the termination of this Agreement, limited to [Specific HR Activity], consistent with the Illinois Freedom to Work Act.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought in the state or federal courts located in [County Name] County, Illinois.

16. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State].
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

17. Record Retention and Audit Rights

Contractor shall maintain accurate records of all work performed under this Agreement for a period of [Number] years. Client shall have the right to audit Contractor's records upon reasonable notice. Contractor shall cooperate with any Illinois state or federal audits related to the HR functions performed under this Agreement.

18. Regulatory Investigations

Contractor shall promptly notify Client of any regulatory investigations, subpoenas, or legal complaints related to their practice of HR within Illinois.

19. Certification

Contractor certifies that they are not disqualified or subject to any pending investigation by relevant Illinois HR/licensing bodies, if any.

20. Continuing Education

Contractor shall maintain continuing professional education to maintain HR industry credentials (SHRM, HRCI, etc.) and knowledge of Illinois employment law.

21. Multi-Client Relationships

Contractor shall disclose any potential conflicts of interest arising from multi-client or simultaneous independent contracting relationships. Contractor shall take steps to avoid improper disclosure or use of Client data.

22. Right to Audit Compliance

Client reserves the right to audit or review Contractor's compliance with the substantive obligations of this Agreement, particularly around data security and legal compliance.

23. Staffing Consultation (if applicable)

If this agreement includes staffing or temporary placement consultation, Contractor acknowledges they are not acting as a temporary staffing agency under the Illinois Day and Temporary Labor Services Act and are not responsible for wage payments for any temporary staff sourced through the engagement.

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 Full Name]

Signature: ____________________________

Date: [Date]

Contact Information:

[Contractor Phone Number]

[Contractor Email Address]