New York hr independent contractor agreement template

New York HR Independent Contractor Agreement

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

• [Client Legal Name], with a business address at [Client Business Address], hereinafter referred to as "Client," and
• [Contractor Legal Name], with a business address at [Contractor Business Address], hereinafter referred to as "Contractor."

Client and Contractor represent that they are duly authorized to enter into this Agreement.

Description of Services

• Option A: The Contractor shall provide the following HR services to the Client: [Detailed description of HR services, e.g., recruitment, onboarding, training].
• Option B: The Contractor shall provide HR services as detailed in Exhibit A, attached hereto and incorporated herein.
• The scope of work includes: [Specific tasks, deliverables, timelines].
• Service milestones: [List of key milestones].
• Key performance metrics: [Define performance metrics].
• Reporting requirements: [Specify reporting frequency and format].

Service Location and Protocols

• Option A: Services will be performed on-site at [Client Location].
• Option B: Services will be performed remotely.
• Option C: Services will be performed in a hybrid manner, with [Specify days on-site/remote].
• Remote Communication Protocols: [Define methods, frequency, and expectations].
• Access to Client Systems: [List systems and access protocols].
• Workspace Expectations: [Define remote workspace expectations].
• Data Exchange Requirements: [Specify secure data transfer and storage protocols, compliant with New York privacy laws].
• Client-Provided Resources: [List any software, documentation, or other resources provided by the Client].

Compensation and Payment

• Option A: The Contractor shall be compensated at an hourly rate of [Hourly Rate].
• Option B: The Contractor shall be compensated on a project-based fee of [Project Fee].
• Option C: The Contractor shall be compensated via a retainer of [Retainer Amount] per [Frequency, e.g., month].
• Invoicing Interval: [Specify frequency, e.g., bi-weekly, monthly].
• Required Supporting Documentation: [List required documentation for invoices].
• Payment Terms: [Net days, e.g., Net 30].
• Reimbursement for Business Expenses:
  • Option A: Reimbursable expenses will be reimbursed upon submission of receipts.
  • Option B: No reimbursement for expenses will be provided.
• Compliance with New York State and Local Tax Obligations: The Contractor is solely responsible for all applicable taxes.
• Late Payment Penalties: [Specify late payment penalty, if any].
• Remedy for Disputed Payments: [Outline dispute resolution process for payment discrepancies].

Intellectual Property Ownership

• All deliverables, documentation, candidate records, developed policies, and related intellectual property created by the Contractor under this Agreement shall become and remain the sole property of the Client upon payment.
• The Contractor shall promptly hand over all work product to the Client upon contract completion or termination.

Confidentiality

• The Contractor agrees to protect Client's confidential and proprietary information, including business processes, sensitive employee and candidate data, and trade secrets, in accordance with New York law.
• Protocols for handling, storing, and destroying information post-contract: [Detailed procedures for data handling after termination].

Independent Contractor Status

• The Contractor is an independent contractor and not an employee of the Client, as defined under New York Labor Law. No employment benefits, worker's compensation, or unemployment coverage will be provided. No withholding for taxes will occur.
• The Contractor is solely responsible for all self-employment taxes, insurance, licensing, permits, and other statutory filings.

Tax Compliance

• The Contractor shall provide the Client with a completed Form W-9.
• The Contractor acknowledges responsibility for compliance with 1099-NEC reporting as required by the New York State Department of Taxation and Finance.
• The Contractor agrees to indemnify the Client against any losses, costs, damages, or expenses resulting from local, state, or federal tax noncompliance.

Professional Liability and Indemnification

• The Contractor shall be responsible for any harm, HR process errors, data breaches, employment law violations, discriminatory recruitment or advisory acts, or violation of confidentiality or compliance requirements arising from the Contractor's actions or omissions.
• Indemnification details: [Specific terms of indemnification].

Insurance Coverage

• The Contractor shall maintain the following insurance coverage:
  • Professional Liability Insurance: [Coverage Amount]
  • Errors and Omissions Insurance: [Coverage Amount]
  • Cyber Risk Insurance: [Coverage Amount]
• The Contractor shall provide the Client with a certificate of insurance evidencing such coverage.

Conflict of Interest and Non-Solicitation

• The Contractor shall not solicit or hire Client personnel or candidates during the term of this Agreement and for a period of [Number] months after its termination.
• The Contractor shall disclose any potential conflicts of interest to the Client immediately.

Subcontracting

• Unauthorized subcontracting of HR work is prohibited.
• Any permissible delegation requires prior written approval from the Client.

Termination

• Term: This Agreement shall commence on [Start Date] and continue until [End Date].
• Automatic Renewal:
  • Option A: This agreement will automatically renew for [period] unless either party provides written notice of termination [number] days before the expiry date.
  • Option B: This agreement will not automatically renew.
• Grounds for Immediate Termination: Gross misconduct, nonperformance, regulatory or legal breach.
• Minimum Advance Written Notice: [Number] days.
• Final Invoicing: [Terms for final invoice submission].
• Transition/Handover of Documents: [Procedure for handover of all documents].
• Secure Return or Destruction of Confidential Client Materials: [Procedure for secure return/destruction].

Dispute Resolution

• Priority shall be given to negotiation and mediation.
• Binding arbitration shall be conducted in New York County, subject to New York law.
• Waiver of Jury Trial: To the extent permitted by law, both parties waive the right to a jury trial.
• Prevailing Party's Legal Fees: [Specify allocation of legal fees].

Compliance with Laws

• The Contractor shall comply with all applicable New York and federal employment, anti-discrimination, and data privacy statutes, including but not limited to the New York State Labor Law, New York City Human Rights Law, SHIELD Act, FCRA, and any local pay transparency or recruiting restrictions.
• The Contractor shall immediately notify the Client of any regulatory investigation, legal complaint, government audit, or formal inquiry involving their services that could affect the Client.

Entire Agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Amendment

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

Severability

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

Waiver

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Assignment

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

Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, or government regulation.

Signatures

• Electronic signatures are permitted in accordance with the New York Electronic Signatures and Records Act.

Client:

____________________________

[Client Representative Name]

[Client Title]

Date: _______________

Contractor:

____________________________

[Contractor Name]

[Contractor Title]

Date: _______________