Tennessee hr independent contractor agreement template

Tennessee HR Independent Contractor Agreement

This Tennessee HR Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and between [Client Legal Name], a [Client Business Structure, e.g., Tennessee corporation] with its principal place of business at [Client Address] (“Client”), and [Contractor Legal Name], a [Contractor Business Structure, e.g., Tennessee LLC] with its principal place of business at [Contractor Address] (“Contractor”).

1. Scope of Services

Option A: The Contractor shall provide the following HR services to the Client:

• Talent Acquisition (recruiting, screening, interviewing)
• Onboarding and Offboarding of employees
• Employee Handbook Development and Updates
• Compliance Audits of HR practices
• Drafting and implementing HR policies
• Benefits Administration Support
• Workplace Training (harassment, wage and hour compliance)
• Payroll Process Consulting
• Documentation Management
• Workplace Investigations
• Guidance on Tennessee employment law issues.

Option B: The Contractor shall perform the specific HR project(s) outlined in Exhibit A, attached hereto and incorporated by reference.

2. Deliverables and Reporting

Option A: The Contractor shall provide weekly reports to [Reporting Manager Name] in the format specified in Exhibit B, detailing progress on the Scope of Services.

Option B: The Contractor shall deliver the following specific deliverables by the dates outlined in Exhibit A: [List Specific Deliverables].

The Contractor shall maintain a response time of [Response Time, e.g., within 24 hours] to Client inquiries during normal business hours [Business Hours].

3. Work Location and Data Security

Option A: Services will be performed remotely.

Option B: Services will be performed on-site at [Client Location] [Number] days per week.

The Contractor shall comply with all Client’s security and confidentiality policies and procedures when accessing Client data, including compliance with T.C.A. § 47-18-2107 regarding data protection. The Contractor will use only approved tools and technologies, including [List Approved Tools].

4. Compensation

Option A: The Contractor shall be paid at an hourly rate of [Hourly Rate].

Option B: The Contractor shall be paid a fixed fee of [Fixed Fee] for the completion of the services outlined in Exhibit A.

Option C: The Contractor shall be paid a monthly retainer of [Retainer Amount].

The Contractor shall invoice the Client [Invoicing Interval, e.g., bi-weekly]. Payment is due within [Number] days of receipt of invoice.

Pre-approved direct expenses (e.g., travel, training materials) will be reimbursed, subject to prior written approval from [Approving Manager Name] and submission of receipts.

Contractor is responsible for all applicable Tennessee state and local business taxes, including any applicable occupational privilege tax.

Late payments shall accrue interest at a rate of [Interest Rate]% per month.

5. Ownership of Work Product

All work product created by the Contractor in connection with this Agreement, including but not limited to policies, presentations, documents, and third-party materials (unless otherwise licensed), shall be the sole property of the Client.

Upon termination of this Agreement, the Contractor shall immediately return or destroy all confidential information of the Client.

6. Confidentiality, Data Privacy and Records Retention

The Contractor shall maintain the confidentiality of all Client information, including employee data, and shall comply with all applicable federal and Tennessee laws regarding data privacy, including but not limited to FMLA, ADA, FLSA, Title VII, and T.C.A. § 50-1-304.

The Contractor shall implement reasonable security measures to protect Client data from unauthorized access or disclosure.

All personnel-related records shall be handled and safeguarded in accordance with applicable laws and regulations.

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client.

The Contractor is solely responsible for all tax filings, including Federal self-employment tax and Tennessee Hall Tax (if applicable).

The Contractor is responsible for obtaining and maintaining workers’ compensation insurance or a valid exemption registration as per T.C.A. § 50-6-901.

The Contractor is not eligible for unemployment insurance or benefits from the Client.

The Contractor is responsible for obtaining and maintaining all required business licenses for providing HR consulting services in Tennessee.

No employment relationship, benefits eligibility, or co-employment exists between the Client and the Contractor.

8. Liability and Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or relating to the Contractor’s performance of services under this Agreement, including but not limited to service failures, professional misconduct, privacy breaches, non-compliance with employment law, and employment claims/litigation.

The Contractor shall maintain professional liability/errors & omissions insurance with a minimum coverage of [Coverage Amount], and cybersecurity/data breach insurance with a minimum coverage of [Coverage Amount].

9. Term and Termination

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

Option A: This Agreement may be renewed for successive [Renewal Period] periods upon written agreement of both parties at least [Number] days prior to the expiration of the then-current term.

Either party may terminate this Agreement for cause upon written notice to the other party.

The Client may terminate this Agreement for convenience upon [Number] days written notice to the Contractor.

Upon termination, the Contractor shall immediately deliver to the Client all deliverables, files, and confidential information.

10. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in accordance with the rules of the American Arbitration Association. The mediation shall take place in [City, Tennessee].

If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the Tennessee Uniform Arbitration Act (T.C.A. § 29-5-301 et seq.).

Tennessee law shall govern this Agreement. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state and federal courts located in [County, Tennessee].

11. Compliance with Laws

The Contractor shall comply with all applicable Tennessee and federal HR and employment laws and regulations, industry standards, and any mandatory continuing education requirements for HR professionals.

The Contractor shall cooperate with the Client in implementing E-Verify, if applicable.

The Contractor acknowledges that the Client may conduct background checks as permitted under T.C.A. § 50-1-312.

12. Non-Solicitation/Non-Competition

During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not directly or indirectly solicit, recruit, or hire any employee of the Client or solicit any customer of the Client in [Geographic Restriction], as permissible under Tennessee law (T.C.A. § 47-50-8).

13. Non-Disparagement and Conflict of Interest

The Contractor agrees not to disparage the Client, its products, or its employees, either during or after the term of this Agreement.

The Contractor shall disclose any existing or potential conflicts of interest, including any relationships with the Client’s competitors or employees.

14. Contractor’s Business Information

The Contractor represents and warrants that it is a validly existing [Contractor Business Structure, e.g., LLC] in good standing in Tennessee.

The Contractor shall provide documentation of its business entity status (e.g., LLC registration with the Tennessee Secretary of State) upon request.

The Contractor shall maintain all required licenses, insurance, and comply with all applicable Tennessee business operating requirements.

15. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or government regulation.

16. Change in Law

In the event of a change in applicable law or regulation that materially affects the Contractor’s ability to perform the services under this Agreement, the parties shall negotiate in good faith to modify the Agreement to comply with the new law or regulation.

17. Amendment

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

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail or email to the addresses set forth above.

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.

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

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]

[Contractor Legal Name]

By: [Contractor Authorized Representative Name]

Title: [Contractor Authorized Representative Title]

Date: [Date]

Digital Signature Validity Terms: [If using digital signatures, insert validity terms here per T.C.A. § 47-10-101 et seq.]