Oregon hr independent contractor agreement template

Oregon HR Independent Contractor Agreement

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

• [Client Name], a [Client Entity Type] with its principal place of business at [Client Address] ("Client"), and
• [Contractor Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address] ("Contractor").

1. Scope of Services

Contractor agrees to provide the following HR services to Client:

• Option A: Talent Acquisition
  • Sourcing and screening candidates for [Job Titles].
  • Conducting initial interviews.
  • Assisting with the offer process.
• Option B: Employee Relations
  • Providing guidance on employee relations issues.
  • Assisting with conflict resolution.
  • Conducting workplace investigations.
• Option C: Compliance Audits
  • Reviewing HR policies and practices for compliance with Oregon and federal law.
  • Identifying areas of potential risk.
  • Providing recommendations for improvement.
• Option D: Handbook and Policy Development
  • Developing and updating employee handbooks.
  • Creating and revising HR policies.
  • Ensuring compliance with Oregon law.
• Option E: Employee Training
  • Developing and delivering training programs on HR-related topics.
  • Conducting compliance training (e.g., anti-harassment training).
• Option F: Performance Management Consulting
  • Advising on performance review processes.
  • Developing performance improvement plans.
• Option G: Compensation and Benefits Planning
  • Providing advice on compensation strategies.
  • Analyzing market data for salary benchmarking.
  • Note: Contractor will not directly administer or issue benefits.
• Option H: Workplace Investigations
  • Conducting impartial investigations into employee complaints.
  • Preparing written reports of findings.
• Option I: HR Records Management
  • Assisting with the organization and maintenance of HR records.
  • Ensuring compliance with Oregon's personnel records regulations (ORS Ch. 652, Ch. 659A).

Tasks: [List Specific Tasks]

Deliverables: [List Deliverables]

Reporting Requirements: [Reporting Frequency and Format]

Milestones: [List Milestones]

Service Period: [Start Date] to [End Date]

Oregon HR Compliance Consulting: [Specific Oregon Compliance Areas, e.g., sick leave, pay equity]. Contractor will advise on compliance with relevant Oregon laws, including Oregon sick leave (ORS 653.601-661), pay equity, and BOLI (Bureau of Labor and Industries) regulations.

2. Work Location and Data Security

• Option A: Client Site: Contractor will perform services primarily at the Client's premises located at [Client Address].
• Option B: Remote: Contractor will perform services remotely.
• Option C: Hybrid: Contractor will perform services both at the Client's premises and remotely.

Client Premises Access Rules: [Specific Access Protocols]

Data and File Storage Standards: Contractor will comply with Client's data security policies and all applicable Oregon privacy laws (including safeguarding PII per ORS 646A). Data and file storage will occur [Specify Storage Location and Method].

Access to Sensitive Data: Contractor will have access to [Specify Types of Data].

3. Service Fees and Payment

• Option A: Hourly Rate: Contractor's hourly rate is [Dollar Amount] per hour.
• Option B: Daily Rate: Contractor's daily rate is [Dollar Amount] per day.
• Option C: Project-Based Fee: Contractor's fee for the project is [Dollar Amount].
• Option D: Retainer: Contractor's retainer fee is [Dollar Amount] per [Month/Quarter].
• Option E: Milestone-Based: Contractor will be paid [Dollar Amount] upon completion of [Milestone].

Invoicing Procedures: Contractor will submit invoices to Client [Frequency], detailing services rendered and hours worked (if applicable). Invoices will include Contractor's business name (as registered with the Oregon Secretary of State, if applicable) and federal EIN or Oregon BIN. Invoices should be sent to [Invoice Email Address]. Contractor is responsible for all applicable Oregon sales or business taxes.

Payment Schedule: Client will pay Contractor within [Number] days of receipt of a valid invoice.

Late Payment and Interest Policy: Late payments will accrue interest at a rate of [Percentage] per month, not exceeding the maximum rate allowed under Oregon usury laws.

Reimbursement of Expenses:

• Option A: Expenses Reimbursable: Client will reimburse Contractor for reasonable and necessary expenses incurred in connection with the performance of services, subject to Client's expense policy.
• Option B: Expenses Not Reimbursable: Client will not reimburse Contractor for any expenses.

Documentation Requirements: Contractor must submit detailed documentation (receipts, etc.) for all expenses for which reimbursement is sought.

4. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement shall be construed to create an employment relationship. Contractor is not eligible for any Client benefits.

Contractor is solely responsible for all Oregon and federal self-employment taxes, business registration (if applicable per Oregon Secretary of State requirements), and workers' compensation insurance for any subcontractors. Contractor is also responsible for all insurance obligations, including professional liability and general liability insurance.

Insurance Requirements: Contractor shall maintain [Specify Insurance Type and Minimum Coverage Amount].

5. Confidentiality and Data Protection

Contractor shall maintain the confidentiality of all Client information, including employee files and personal information, in accordance with Oregon privacy laws (including safeguarding PII per ORS 646A). If benefits consulting is involved, Contractor will comply with federal HIPAA regulations, as applicable.

Data Breach Notification Procedure: In the event of a data breach, Contractor shall immediately notify Client and cooperate fully in investigating and remediating the breach.

Data Destruction: Upon completion of the project, Contractor shall securely destroy all Client data in its possession.

6. Intellectual Property

• Option A: Client Ownership: All intellectual property created by Contractor in connection with the services provided under this Agreement shall be owned exclusively by Client.
• Option B: Contractor Ownership: Contractor shall retain ownership of all intellectual property created in connection with the services provided under this Agreement. Client shall have a license to use such intellectual property for [Specific Purpose].
• Option C: Joint Ownership: Client and Contractor shall jointly own the intellectual property created in connection with the services provided under this Agreement.

Waiver of Moral Rights: To the extent permitted by law, Contractor waives all moral rights in any intellectual property created under this Agreement.

7. Conflicts of Interest

Contractor shall disclose any conflicts of interest that may arise in connection with the services provided under this Agreement, including representation of competing Oregon employers or work that could create perceived bias.

8. Liability, Indemnity, and Limitation of Damages

Contractor shall be liable for errors or omissions in HR advice leading to regulatory fines, wrongful termination claims, or employment law violations.

Indemnification: Contractor shall indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to Contractor's breach of this Agreement or negligence in the performance of services.

Limitation of Damages: In no event shall Client be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement.

Errors and Omissions Insurance: Contractor shall maintain errors and omissions insurance with a minimum coverage amount of [Dollar Amount].

9. Compliance with Laws

Contractor shall comply with all applicable Oregon and federal employment laws, including the Oregon Equal Pay Act, meal and rest break regulations, sick leave (ORS 653.601-661), non-discrimination laws, safe employment practices (ORS 654), and BOLI requirements. Contractor will stay abreast of changes to relevant law affecting performance of services.

10. Non-Solicitation and Non-Disparagement

• Option A: Non-Solicitation: Contractor shall not solicit Client's employees for a period of [Number] years after the termination of this Agreement.
• Option B: No Non-Solicitation: No non-solicitation clause applies.

Non-Disparagement: Contractor shall not disparage Client or its employees.

11. Client-Owned Equipment and Records

Contractor shall return all client-owned equipment, HR records, and other materials to Client upon termination of this Agreement. Contractor will ensure the confidential destruction or return of materials as required by Client and Oregon law.

12. Notice

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 email to the following addresses:

If to Client: [Client Name], [Client Address], [Client Email]

If to Contractor: [Contractor Name], [Contractor Address], [Contractor Email]

13. Amendment

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

14. Term and Termination

• Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: Ongoing: This Agreement shall continue until terminated by either party.

Termination Provisions:

• Early Termination: Either party may terminate this Agreement upon [Number] days' written notice to the other party.
• Termination for Cause: Client may terminate this Agreement immediately for cause, including breach of contract, non-performance, or material misrepresentation. Contractor may terminate for cause, including non-payment by Client.
• Final Account Settlement: Upon termination, Client shall pay Contractor for all services performed up to the date of termination.
• Transition of Active HR Matters: Contractor will reasonably cooperate with Client to transition any ongoing HR matters to Client or another designated party.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation. If mediation is unsuccessful, the parties may pursue legal action in the state or federal courts located in [Oregon County], Oregon. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. Alternatively, the parties may agree to binding arbitration using an Oregon ADR provider compliant with local business dispute norms.

16. Force Majeure and Impossibility

Neither party shall be liable for any failure to perform its obligations under this Agreement due to force majeure or impossibility, including but not limited to acts of God, war, riots, labor disputes, or governmental regulations, particularly securing relief in case of local emergencies or regulatory changes affecting HR consulting.

17. Contractor Certification

Contractor certifies that they are not currently subject to Oregon BOLI or federal DOL investigation or bar.

18. Independent Review

Both parties acknowledge that they have independently reviewed and understand Oregon's rules regarding independent contractor classification, including the "Direction and Control" test.

19. Business Registration and Licensing

Contractor maintains all appropriate business registrations, licenses, or assumed business names (per Oregon Secretary of State requirements) and displays their federal EIN or Oregon BIN as applicable on all invoices.

20. Client Cooperation

Client will ensure access to workplace policies, compliance records, and timely employee data to facilitate best practices and compliance by the Contractor.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title]