Virginia hr independent contractor agreement template

Virginia HR Independent Contractor Agreement

This Virginia HR Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

• [Client Company Name], a [State of Incorporation] corporation with its principal place of business at [Client Company Address] (“Client”), and
• [Independent Contractor Name], residing at [Independent Contractor Address] (“Contractor”).

Client and Contractor agree as follows:

1. Scope of Services

• The Contractor shall provide the following HR services to the Client:
• Option A: Talent Acquisition:
• [Detailed description of talent acquisition services, including sourcing, screening, interviewing, and offer negotiation.]
• Benchmarks for service levels: [e.g., time-to-fill, cost-per-hire].
• Key performance indicators: [e.g., applicant flow, quality of hire].
• Reporting standards: [e.g., weekly recruitment reports].
• Milestones tailored to the client's industry: [e.g., filling specialized engineering roles].
• Option B: Onboarding:
• [Detailed description of onboarding services, including new hire paperwork, orientation, and training.]
• Option C: Employee Relations Consulting:
• [Detailed description of employee relations services, including conflict resolution, performance management, and disciplinary actions.]
• Option D: Performance Management:
• [Detailed description of performance management services, including performance appraisal development and implementation, feedback sessions.]
• Option E: Compliance Audits:
• [Detailed description of compliance audit services, including review of HR policies and procedures, and ensuring compliance with federal and Virginia laws.]
• Option F: Policy Development:
• [Detailed description of policy development services, including drafting and updating HR policies and procedures.]
• Option G: Compensation and Benefits Advisory:
• [Detailed description of compensation and benefits advisory services, including salary benchmarking, benefits plan design, and administration.]
• Option H: Training Programs:
• [Detailed description of training programs, including developing and delivering training on topics such as compliance, leadership, and communication skills.]
• Option I: HR Documentation:
• [Detailed description of HR documentation services, including creating and maintaining employee handbooks, job descriptions, and other HR-related documents.]
• Exact Deliverables: [List specific deliverables, e.g., reports, policies, training modules]
• Timelines for Submission: [Specify deadlines for deliverables]

2. Term and Termination

• The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.
• Option B: This Agreement may be terminated immediately by the Client for cause, including but not limited to: breach of confidentiality, unauthorized HR advice, or compliance failures.
• Contractor’s Obligations Upon Termination: Upon termination, Contractor shall return or transfer all materials and passwords to Client.
• Settlement of Outstanding Payments: Client shall pay Contractor for services rendered up to the date of termination.

3. Independent Contractor Status

• It is the express intention of the parties that the Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. Neither party shall have the authority to bind the other or incur obligations on the other's behalf, and Contractor's services must be compliant with Virginia law (Va. Code Ann. § 40.1-28.7:7) .
• The Client shall not dictate the manner and means of service delivery beyond contract-defined results.
• The Contractor is responsible for all self-employment taxes, insurance, and withholdings.
• Option A: Contractor will provide proof of professional liability insurance with a minimum coverage of [Amount].
• Option B: Contractor is not required to provide proof of professional liability insurance.

4. Compensation

• The Client shall pay the Contractor for the services rendered as follows:
• Option A: Hourly rate of [Amount] per hour.
• Option B: Project-based fee of [Amount].
• Option C: Retainer fee of [Amount] per month.
• Option D: Milestone-based payments as follows: [List milestones and corresponding payments].
• Invoicing Procedures: Contractor shall submit invoices to Client on a [Frequency] basis.
• Service Fees and Expenses: Client shall reimburse Contractor for pre-approved reasonable expenses.
• Virginia Tax Responsibilities: Contractor is responsible for all applicable Virginia taxes.
• W-9 Form: Contractor shall provide Client with a valid W-9 form.
• 1099 Reporting: Client will issue a 1099 form to Contractor if required by the IRS.
• Late Payments: Late payments shall accrue interest at a rate of [Percentage] per month.
• Disputed Invoices: Client shall notify Contractor of any disputed invoice within [Number] days of receipt.

5. Work Location and Access

• The Contractor shall perform the services:
• Option A: On-site at the Client's premises located at [Client Company Address].
• Option B: Remotely.
• If on-site, the Contractor shall comply with all Client's security and confidentiality policies.
• Requirements for Physical and Digital Access: [Detail access requirements].
• Confidentiality During On-Site Visits: Contractor shall maintain strict confidentiality of all Client information.
• Protocols for Use of Sensitive Client Data: Contractor shall adhere to Client's data security protocols.

6. Ownership and Confidentiality

• All work product, intellectual property, and HR records created under this Agreement shall be the sole property of the Client.
• The Contractor shall maintain the confidentiality of all Client information, including employee data, in compliance with Virginia Workforce Disclosure and Data Privacy statutes and applicable federal laws (such as HIPAA or FMLA).
• The Contractor shall return or destroy all confidential materials upon termination of this Agreement as mandated by Virginia record-keeping laws and relevant federal HR regulations.

7. Non-Disclosure, Non-Solicitation, and Non-Compete

• The Contractor shall not disclose any confidential information of the Client to any third party.
• The Contractor shall not solicit any employees of the Client for a period of [Number] months following the termination of this Agreement.
• Option A: The Contractor shall not provide similar HR services to Client employees for a period of [Number] months following the termination of this Agreement. [This clause should be narrowly tailored and comply with Va. Code Ann. § 40.1-28.7:8]
• Option B: There is no non-compete agreement required in this contract.

8. Data Security and Retention

• The Contractor shall implement and maintain reasonable security measures to protect HR and personal data in accordance with Virginia’s Consumer Data Protection Act (CDPA) where applicable.

9. Liability and Indemnification

• The Contractor shall be liable for any damages caused by its negligence or willful misconduct.
• The Contractor shall indemnify and hold harmless the Client from any claims arising out of the Contractor's services, including breach of confidentiality, unauthorized HR advice, or compliance failures.

10. Background Check and Credential Verification

• Option A: The Contractor shall undergo a background check at the Client's expense.
• Option B: Background check is not required for this contract.
• The Contractor shall provide proof of any required professional HR certifications (e.g., SHRM or HRCI credentials).

11. Dispute Resolution

• The parties shall attempt to resolve any disputes through informal negotiation.
• If informal negotiation fails, the parties shall submit to mediation/arbitration in [City, Virginia].
• The mandatory venue for any litigation shall be in the courts of the Commonwealth of Virginia.

12. Virginia-Specific Disclosures

• The Contractor is not eligible for unemployment benefits or employee welfare or retirement plans from the Client.

13. Representations and Warranties

• Both parties represent and warrant that they have the authority to enter into this Agreement.
• The Contractor warrants that it holds all necessary professional HR certifications (if required) and is compliant with all licensing and local business registration requirements in Virginia.

14. Record Keeping and Audit

• The Contractor shall maintain records of work performed and provide access for audit if requested by the Client, referencing Virginia’s wage and hour compliance rules.

15. Miscellaneous

• Amendments: This Agreement may be amended only by mutual written agreement.
• Assignment: The Contractor may not assign this Agreement without the Client's express written consent.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in effect.
• Disclaimer: The Contractor is not authorized to give legal advice or to act as an attorney for the Client or its employees.

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

[Client Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Independent Contractor Name]

By: [Independent Contractor Name]