Washington hr independent contractor agreement template

Washington HR Independent Contractor Agreement

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

[Client Company Full Legal Name], a [Client Company Business Structure, e.g., Washington Corporation] with its principal place of business at [Client Company Business Address] ("Client") and registered with the Washington Secretary of State with UBI number [Client UBI Number].

• Contact Person: [Client Contact Person Name]
• Email: [Client Contact Person Email]
• Phone: [Client Contact Person Phone]

and

[Contractor Full Legal Name/Business Name], a [Contractor Business Structure, e.g., Washington LLC/Sole Proprietorship] with its principal place of business at [Contractor Business Address] ("Contractor") and registered with the Washington Secretary of State with UBI number [Contractor UBI Number, if applicable].

• Contact Person: [Contractor Contact Person Name]
• Email: [Contractor Contact Person Email]
• Phone: [Contractor Contact Person Phone]

1. Scope of Services

Contractor agrees to provide the following HR services to Client:

• Option A: Talent Acquisition:
  • [Detailed description of talent acquisition services, e.g., full-cycle recruitment for specified roles, including job description development, sourcing, screening, interviewing, and offer negotiation, compliant with Washington anti-discrimination laws.]
• Option B: DEI Consulting:
  • [Detailed description of DEI consulting services, e.g., conducting DEI audits, developing DEI strategies and training programs, providing guidance on inclusive hiring practices, compliant with Washington state DEI policies.]
• Option C: Employee Handbook Development:
  • [Detailed description of employee handbook development services, ensuring compliance with Washington labor laws, including paid sick leave, family leave, and anti-discrimination statutes.]
• Option D: Compensation and Benefits Analysis:
  • [Detailed description of compensation and benefits analysis services, including market research, salary benchmarking, and benefits plan design, compliant with Washington equal pay act.]
• Option E: Other HR Services: [Describe other HR services in detail]

Deliverables: [List specific deliverables, e.g., completed recruitment process, DEI strategy document, employee handbook, compensation analysis report]

Timelines & Milestones: [Specify project timelines and milestones with clear deadlines]

Reporting Requirements: [Outline reporting frequency and format, e.g., weekly progress reports, monthly summary reports]

2. Work Location and Resources

• Option A: On-Site: The Contractor will perform services primarily at the Client's location at [Specific Client Site Address in Washington].
  • Required On-Site Visits: [Specify frequency and duration of required on-site visits]
• Option B: Remote: The Contractor will perform services remotely.
  • The Client will provide the Contractor with access to the following systems and resources: [List specific systems, software, and data access provided by Client]
  • The Contractor agrees to comply with Client's data security policies and Washington's data privacy laws (RCW 19.255 and RCW 42.56 where applicable) when accessing and using Client's data.

3. Compensation and Payment

• Option A: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.
• Option B: Flat Fee: The Client shall pay the Contractor a flat fee of [Dollar Amount] for the completion of [Specific deliverable/project].
• Option C: Per-Project: The Client shall pay the Contractor [Dollar Amount] per project.
• Option D: Retainer: The Client shall pay the Contractor a retainer fee of [Dollar Amount] per [Time Period, e.g., month].

Payment Terms: [Specify payment terms, e.g., Net 30 days from invoice date]

Payment Schedule: [Specify payment schedule, e.g., bi-weekly, upon completion of milestones]

Invoicing Requirements: [Outline invoicing requirements, e.g., invoice format, required information]

The Contractor is responsible for all applicable Washington state and local taxes, including B&O tax, and for filing all required tax returns.

4. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee of the Client. The Client shall not be responsible for withholding taxes, providing benefits, or paying workers' compensation insurance for the Contractor.

The Contractor is responsible for paying all federal, state, and local taxes, including self-employment taxes. The Contractor is responsible for obtaining and maintaining their own insurance, including workers' compensation or professional liability insurance coverage as required under Washington law.

5. Intellectual Property

• Option A: Work Made for Hire: All HR documents, templates, or tools developed by the Contractor specifically for the Client under this Agreement shall be considered "work made for hire" under Washington law and shall be owned exclusively by the Client.
• Option B: Contractor Ownership: The Contractor retains ownership of pre-existing materials and any general tools or methodologies developed independent of this Agreement. The Client is granted a [Specific License Type, e.g., perpetual, non-exclusive] license to use these materials.

6. Confidentiality and Data Protection

The Contractor agrees to maintain the confidentiality of all Client information, including employee data, and to comply with Washington State's data breach notification statute (RCW 19.255 and RCW 42.56 where applicable). The Contractor will handle sensitive employee information in accordance with all applicable laws and regulations.

7. Term and Termination

• Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Duration, e.g., one year].
• Option A: Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: Termination for Cause: The Client may terminate this Agreement immediately for cause, including but not limited to misconduct, conflict of interest, or material breach of this Agreement.

Upon termination, the Contractor shall promptly return all Client property and data and provide for the transfer or retention of documents in accordance with Washington law, including minimum record retention periods specific to HR documentation.

8. Compliance with Laws

The Contractor represents and warrants that they are in compliance with all applicable federal and Washington State employment regulations impacting HR practice, such as Washington’s paid sick leave, anti-discrimination, and equal pay statutes. The Contractor possesses all required business registrations and licenses in Washington (UBI numbers, city licenses, etc.). The Contractor is legally eligible to work as an independent contractor under Washington law (RCW 49.60 and independent contractor tests).

9. Liability and Indemnification

The Contractor shall be liable for service errors, breaches of confidentiality, and regulatory non-compliance. The Contractor agrees to indemnify and hold harmless the Client from any damages or penalties arising from the Contractor's actions or omissions, including obligations if HR advice results in labor law or employment regulation violations in Washington.

10. Conflict of Interest & Non-Solicitation

The Contractor agrees not to solicit the Client’s employees or clients for a period of [Number] months after the termination of this Agreement. Non-compete terms are [Applicable/Not Applicable]. If applicable, the non-compete terms are clearly tailored to state-specific legal limits and thresholds as defined in RCW 49.62.

11. Dispute Resolution

Any disputes arising under this Agreement shall be resolved first through good faith negotiation. If negotiation fails, the parties agree to non-binding mediation. If mediation is unsuccessful, the exclusive venue and governing law for any legal action shall be Washington State, with jurisdiction in [Specific County] County Superior Court or agreed upon arbitration provider.

12. Representations and Warranties

The Contractor represents and warrants that they have the experience, licensing, and compliance with industry credentialing or professional associations as required for HR practitioners in Washington.

13. Modification

This Agreement may be modified only by written mutual agreement of the parties.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

15. Severability

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

16. 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.

17. Insurance

The Contractor shall maintain insurance coverage with minimum limits of [Dollar Amount] for general/professional liability as suitable for HR work in Washington.

18. Service Reviews

The parties will conduct periodic service reviews and performance measurement, with expectations around client cooperation and input, tailored to HR process effectiveness and client feedback cycles.

19. Compliance Acknowledgments

The Contractor acknowledges their responsibility for staying updated on local employment law updates in Washington. The Contractor will provide proof of Washington business registration and insurance certificates where applicable.

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

[Client Company Full Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Full Legal Name/Business Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]