Pennsylvania hr independent contractor agreement template

Pennsylvania HR Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between [Client Name], a [Client Business Type] with its principal place of business at [Client Address] ("Client"), and [Contractor Name], a [Contractor Business Type, or "Individual"] with its principal place of business/residence at [Contractor Address] ("Contractor").

• Client Contact Information:
  • Address: [Client Address]
  • Phone Number: [Client Phone Number]
  • Email Address: [Client Email Address]
• Contractor Contact Information:
  • Address: [Contractor Address]
  • Phone Number: [Contractor Phone Number]
  • Email Address: [Contractor Email Address]

1. Scope of Services

Contractor agrees to provide the following HR services to Client:

• Option A: Recruitment and Staffing Support
  • Detailed Description: [Description of Recruitment Services]
• Option B: Employee Onboarding and Offboarding
  • Detailed Description: [Description of Onboarding/Offboarding Services]
• Option C: Policy Development and Employee Handbook Review
  • Detailed Description: [Description of Policy Development/Handbook Review Services]
• Option D: Workplace Investigations
  • Detailed Description: [Description of Workplace Investigation Services]
• Option E: Benefits and Compensation Consulting
  • Detailed Description: [Description of Benefits/Compensation Consulting Services]
• Option F: Employee Relations Advising
  • Detailed Description: [Description of Employee Relations Advising Services]
• Option G: Compliance Audits (including Pennsylvania-specific employment laws)
  • Detailed Description: [Description of Compliance Audit Services]
• Option H: HR Training
  • Detailed Description: [Description of HR Training Services]
• Scope of Work: [Detailed Description of Project Scope]
• Performance Standards: [Description of Performance Standards]
• Deliverable Formats: [Description of Deliverable Formats]
• Project Timelines and Milestones: [Project Timeline Details]
• Required Reporting Frequency: [Reporting Frequency]

2. Service Location and Access

• Option A: Client Premises
• Option B: Contractor Office
• Option C: Remote/Virtual

• Travel Requirements within Pennsylvania: [Description of Travel Requirements]
• Access to Confidential Employee Data/HR Systems: [Description of Access and Security Protocols]

3. Compensation

• Option A: Hourly Rate: [Hourly Rate] per hour.
• Option B: Retainer: [Retainer Amount] per [Time Period].
• Option C: Project-Based: [Project Fee] for the entire project.
• Option D: Milestone-Based: Payments according to the following milestones: [Milestone and Payment Details]

• Invoicing Format and Frequency: [Invoicing Details]
• Payment Methods: [Payment Methods]
• Interest on Late Payments: [Interest Rate]% per month on overdue invoices.

Contractor is solely responsible for all applicable local, state (including Pennsylvania Department of Revenue and PIT requirements), and federal self-employment taxes.

4. Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Contractor shall not be entitled to any benefits, including Pennsylvania unemployment compensation or workers' compensation, provided by Client to its employees. Contractor is responsible for their own taxes, workers' compensation, and insurance. Client will provide the required written notice to Contractor that they are not eligible for workers’ compensation and unemployment compensation.

5. Intellectual Property

• Option A: All deliverables and work product shall be the sole property of Client.
• Option B: Contractor retains ownership of pre-existing intellectual property, but grants Client a license to use deliverables.
  • License Details: [Description of License Terms]

• Limits on Use, Retention, and Destruction of Client and Employee Data: [Description of Data Usage and Destruction Policies]

6. Confidentiality and Non-Disclosure

Contractor agrees to hold all Confidential Information of Client, including sensitive employee data, payroll information, internal policies, and trade secrets, in strict confidence and not to disclose such information to any third party. Contractor agrees to comply with the Pennsylvania Breach of Personal Information Notification Act and any applicable industry-specific requirements.

• Exceptions to Confidentiality: [Description of Exceptions]

7. Non-Solicitation and Conflict of Interest

During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit or attempt to solicit any employee of Client to leave the employment of Client. Contractor shall also not engage in any activity that creates a conflict of interest with Client's business.

• Geographic Scope of Non-Solicitation: Limited to [Pennsylvania County/Region].

8. Insurance

Contractor shall maintain the following insurance policies:

• Professional Liability Insurance: [Amount]
• General Liability Insurance: [Amount]
• Cyber/Data Breach Liability Insurance: [Amount] (if applicable)

Contractor shall provide Client with proof of insurance upon request.

9. Term and Termination

• Initial Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Duration].
• Renewal: This Agreement shall [Automatically Renew/Not Automatically Renew] for successive terms of [Renewal Duration], unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days' written notice.
• Termination for Cause: Client may terminate this Agreement immediately for cause, including but not limited to breach of confidentiality or regulatory noncompliance.
• Post-Termination Obligations: Upon termination, Contractor shall deliver a final report, transition HR records, and return or destroy confidential material.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the parties agree to attempt mediation in [Pennsylvania County]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [Pennsylvania County] in accordance with the rules of the American Arbitration Association.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Venue for any legal action shall be in [Pennsylvania County].

12. Compliance Representation and Warranty

Contractor represents and warrants that all services provided under this Agreement will comply with all applicable Pennsylvania and federal HR, employment, anti-discrimination, wage and hour, labor, and privacy laws, including but not limited to the Pennsylvania Human Relations Act, the Wage Payment and Collection Law, FLSA, and any relevant licensure, training, or continuing education requirements.

13. Record Keeping

Contractor shall maintain appropriate records for state and federal audits, including verification of independent contractor status. Contractor shall provide copies to Client or the Pennsylvania Department of Labor & Industry upon request.

14. Indemnification

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 breach of Pennsylvania or federal employment law, data mishandling, or third-party claims related to Contractor's HR advice or actions.

15. Assignment and Subcontracting

Contractor shall not assign or subcontract any of its rights or obligations under this Agreement without the prior written consent of Client.

16. Documentation and Sign-Off

Contractor shall maintain regular documentation and obtain Client sign-off on deliverables and all material HR actions, maintaining proper records consistent with Pennsylvania business recordkeeping laws.

17. Pennsylvania Statutory Notices

Contractor acknowledges receipt of written notice that they are not entitled to workers' compensation, unemployment compensation, or other benefits through Client.

18. Electronic Communications

This Agreement acknowledges the use of electronic communications, e-signatures, and data exchange in compliance with Pennsylvania’s Uniform Electronic Transactions Act for HR-related documentation.

19. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to weather, government orders, or pandemic impacts. The affected party shall provide prompt notice to the other party and make reasonable efforts to mitigate the impact of the event.

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect, consistent with Pennsylvania contract law.

21. 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.

22. Modification

No modification of this Agreement shall be valid unless in writing and signed by both parties.

23. Waiver

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

24. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title, or "Individual"]