Michigan hr independent contractor agreement template

Michigan HR Independent Contractor Agreement

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

• [Client Company Legal Name], a [Client Company Business Entity Type] with its principal place of business at [Client Company Address] (the "Client"), and, if applicable, registered agent [Registered Agent Name] at [Registered Agent Address].
• [Independent Contractor Legal Name], residing at [Independent Contractor Address], doing business as [Independent Contractor DBA (if applicable)], and operating as a [Independent Contractor Business Entity Type] (the "Independent Contractor").

1. Scope of HR Services

• Option A: The Independent Contractor shall perform the following HR services for the Client: [Detailed description of HR Services, including specific tasks, deliverables, scope, methods, reporting formats, deadlines, key milestones, and acceptance criteria, relevant to Michigan's business environment and employment laws. For example: Recruitment and staffing consulting, employee handbook drafting or revision, compliance audits, performance management system design, training and development programs, employee relations or investigations, HR policy creation or update, wage/hour consulting, regulatory compliance (including FLSA, FMLA, and Michigan-specific workplace laws), DEI (diversity, equity, and inclusion) initiatives.].
• Option B: The Independent Contractor shall perform the HR services as detailed in Exhibit A, attached hereto and incorporated by reference.

2. Work Location

• Option A: The work shall be performed remotely.
• Option B: The work shall be performed at the Client's premises located at [Client Address]. The Independent Contractor shall adhere to the Client’s security and confidentiality policies while on-site.
• Option C: The work shall be performed in a hybrid manner, with [Number] days per week at the Client's premises located at [Client Address] and the remaining work performed remotely. The Independent Contractor shall coordinate with the Client's staff and maintain the confidentiality of physical and digital workspaces, and secure handling of sensitive HR information (e.g., employee data, background checks, I-9 and EEO data) in compliance with Michigan and federal privacy laws.

3. Compensation

• Option A: The Client shall pay the Independent Contractor at an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Independent Contractor a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option C: The Client shall pay the Independent Contractor a retainer of [Dollar Amount] per [Month/Quarter/Year].

Reimbursable Expenses: The Client shall reimburse the Independent Contractor for reasonable and necessary expenses incurred in the performance of the services, including [List of Reimbursable Expenses, e.g., travel, lodging, materials]. All expenses must be pre-approved by the Client and supported by receipts.

Invoicing: The Independent Contractor shall submit invoices to the Client on a [Weekly/Bi-weekly/Monthly] basis. Invoices shall include a detailed description of the services performed, the hours worked (if applicable), and any reimbursable expenses.

Payment Schedule: The Client shall pay all undisputed invoices within [Number] days of receipt. Payment shall be made via [Method of Payment, e.g., check, ACH transfer].

Late Payment: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by Michigan law, whichever is lower.

Michigan Withholding/Sales Tax: The Independent Contractor is solely responsible for all applicable federal and Michigan state income taxes, self-employment taxes, and any applicable sales or use taxes.

4. Ownership and Intellectual Property

• Option A: All work product created by the Independent Contractor in connection with the services, including but not limited to HR manuals, forms, assessment tools, policies, and reports, shall be the sole and exclusive property of the Client.
• Option B: The Client shall have a perpetual, non-exclusive, royalty-free license to use the work product created by the Independent Contractor in connection with the services.

Data Retention: Upon completion of the services or termination of this Agreement, the Independent Contractor shall promptly return to the Client all Client data and information in its possession, or securely destroy such data in accordance with Client’s instructions and Michigan privacy and record retention rules.

5. Confidentiality

The Independent Contractor shall maintain the confidentiality of all Client and employee information obtained during the course of the services, in compliance with Michigan's Identity Theft Protection Act, relevant federal statutes (HIPAA, FCRA if background checks are involved), and Client policy requirements. The Independent Contractor shall not disclose any such information to any third party or use it for any purpose other than performing the services under this Agreement. This includes compliance with Michigan’s Identity Theft Protection Act and other applicable privacy laws.

6. Independent Contractor Status

The parties agree that the Independent Contractor is an independent contractor and not an employee of the Client. This agreement shall be interpreted and applied in accordance with Michigan's statutory and common law definitions of independent contractor status, considering factors such as control, integration, equipment, and payment terms. The Independent Contractor is not entitled to any employee benefits, including but not limited to healthcare, retirement, unemployment, or workers' compensation. The Independent Contractor is solely responsible for all applicable taxes.

7. Insurance

The Independent Contractor shall maintain the following insurance coverage:

• Professional Liability/Errors & Omissions Insurance: [Dollar Amount] per occurrence.
• General Liability Insurance (if onsite): [Dollar Amount] per occurrence.
• Workers' Compensation Insurance (if contractor has employees): As required by Michigan law.

The Independent Contractor shall provide the Client with certificates of insurance evidencing such coverage upon request.

8. Liability and Indemnification

The Independent Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Independent Contractor's performance of the services, including but not limited to data breach, negligence, wrongful advice, professional errors, discrimination/misconduct claims, third-party claims resulting from contractor actions. This includes but is not limited to claims related to data breach, negligence, wrongful advice, professional errors, and discrimination or misconduct claims.

9. Compliance

The Independent Contractor represents and warrants that all services performed under this Agreement shall comply with all applicable federal, Michigan state, and local employment laws and regulations, including but not limited to MIOSHA, the Elliott-Larsen Civil Rights Act, and the Whistleblowers' Protection Act. The Independent Contractor shall also ensure that any background checks and drug testing comply with Michigan requirements.

10. Termination

• Option A: This Agreement shall terminate upon completion of the services described in Section 1.
• Option B: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

Termination for Cause: The Client may terminate this Agreement immediately for cause if the Independent Contractor materially breaches this Agreement, engages in unethical conduct, has a conflict of interest, or experiences a data breach.

Immediate Termination: This Agreement may be terminated immediately if the Independent Contractor loses any required licensing or insurance, or engages in criminal conduct.

Upon termination, the Independent Contractor shall promptly deliver to the Client all work in progress, final payment shall be made, and all HR files shall be securely transferred or destroyed.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, then mediation, and if mediation is unsuccessful, then binding arbitration or in a court of competent jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Jurisdiction and venue for any legal action shall be in the courts of Michigan.

12. Compliance with Laws

The Independent Contractor shall comply with all applicable Michigan and federal employment-related statutes and administrative rules, including DHHS, LARA, and any specialized HR certification or licensing obligations.

13. Data Security and Retention

The Independent Contractor shall maintain strict data security standards, including encryption, password protection, access limitation, and secure transmission protocols, for all electronic files. The Independent Contractor shall also adhere to the Client's record retention policies and report any suspected or actual data breach in accordance with Michigan data breach notification law.

14. Non-Solicitation and Non-Interference

During the term of this Agreement and for a period of [Number] years following the termination of this Agreement, the Independent Contractor shall not solicit or interfere with any of the Client's employees or clients. This clause is intended to be compliant with Michigan law.

15. Conflict of Interest

The Independent Contractor shall disclose any potential conflicts of interest to the Client. The Independent Contractor shall not provide services to any direct competitor of the Client without the Client's prior written consent.

16. Modification

Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

17. Insurance Documentation

The Independent Contractor shall provide the Client with current certificates of insurance as required in section 7 and update them annually or upon renewal.

18. 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, or sent by email to the following addresses:

• Client: [Client Contact Name], [Client Email Address], [Client Physical Address]
• Independent Contractor: [Independent Contractor Name], [Independent Contractor Email Address], [Independent Contractor Physical Address]

19. 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.

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21. Assignment

This Agreement may not be assigned or subcontracted by the Independent Contractor without the prior written consent of the Client.

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

[Client Company Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]

[Independent Contractor Legal Name]

By: [Independent Contractor Name]

Title: [Independent Contractor Title (if applicable)]

Date: [Date]