[{"data":1,"prerenderedAt":514},["ShallowReactive",2],{"document-it-systems-hr-management-services-agreement-D161":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":513},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":19},"INFORMATION SYSTEMS AND HUMAN RESOURCES MANAGEMENT SERVICES AGREEMENT This Information Systems and Human Resources Management Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME] is engaged in the business of [SPECIFY]; WHEREAS the Service Provider is engaged in the business of providing [DESCRIBE SERVICE] (the \"Service\"); AND WHEREAS [YOUR COMPANY NAME] wishes to engage Service Provider to provide the Services; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions Article 1 hereof contains the definitions of certain capitalized terms used in this Agreement. 1.2 Generally Accepted Accounting Principles All accounting and financial terms used herein, unless specifically provided to the contrary, shall be interpreted and applied in accordance with Generally Accepted Accounting Principles. 1.3 Headings and References The division of this Agreement into Articles, Sections, subsections and Schedules and the insertion of headings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The Article, Section, subsection and Schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and such headings and the table of contents are not to be considered part of this Agreement. All uses of the words \"hereto\", \"herein\", \"hereof\", \"hereby\" and \"hereunder\" and similar expressions refer to this Agreement and not to any particular Article, Section, subsection or other portion of it. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, subsection or Schedule refer to the applicable Article, Section, subsection or Schedule of this Agreement. 1.4 Extended Meanings Unless there be something in the subject or the context inconsistent therewith, in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa. 1.5 Schedules The following Schedules form part of this Agreement: Schedule A SERVICES PROVIDED Schedule B REMUNERATION 1.6 Currency All statements of or references to dollar amounts in this Agreement are to lawful money of [COUNTRY]. 1.7 Tender Any tender of documents or money hereunder may be made upon the parties or their respective counsel and money shall be tendered by official bank draft drawn upon a [COUNTRY] chartered bank, electronic wire transfer of immediately available funds or any other means agreed by the parties. 1.8 Performance on Holidays If any action is required to be taken pursuant to this Agreement on or by a specified date, which is not a Business Day, then such action shall be valid if taken on or by the next succeeding Business Day. 1.9 Calculation of Time In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at [HOUR] a.m/p.m. ([STATE/PROVINCE] time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at [HOUR] a.m/p.m. ([STATE/PROVINCE] time) on the next Business Day. 2. TERM 2.1 Term Subject to earlier termination as allowed in this Agreement, the initial term of this Agreement shall be for a period of [NUMBER] months commencing on the date of this Agreement, [DATE], and terminating on [DATE] (the \"Initial Term\"). The Initial Term shall be renewed for additional l terms, unless either Party gives to the other Party a notice of termination in writing at least [NUMBER] days prior to the end of the Initial Term or of the subsequent term in force at the time, as the case may be, at which point there shall be no further renewals. 3. GRANTING OF RIGHTS 3.1 Granting of Rights [YOUR COMPANY NAME] hereby grants to the Service Provider any and all rights necessary to the Service Provider to perform its duties and obligations under this Agreement including, without limitation, to perform the Services. 4. SERVICES 4.1 Duties of Service Provider Service Provider agrees to use its reasonable commercial efforts to: 4.1.1 provide to [YOUR COMPANY NAME] the services described in Schedule A (the \"Services\") as they are currently being provided by [YOUR COMPANY NAME]'s personnel and in accordance with industry practices; and act honestly, in good faith and in the best interests of [YOUR COMPANY NAME] and shall exercise the degree of diligence and responsibility that a Person having Service Provider's expertise and knowledge of the affairs of [YOUR COMPANY NAME] would reasonably be expected to exercise in comparable circumstances. Every [NUMBER] days, the parties shall meet to discuss the scope and nature of the Services being rendered under this Agreement and the allocation of costs and expenses therefor between the parties. The parties shall make a good faith effort to resolve any discrepancies or disputes in respect of the foregoing and shall record in writing any modification they agree upon and shall modify Schedules A & B to reflect any such modification that modifies the terms and conditions set forth in such Schedules. In the event that the parties cannot resolve any such discrepancies or disputes, the existing and then current terms and conditions set forth in this Agreement shall remain in full force and effect. 4.2 Access to Facility Site [YOUR COMPANY NAME] shall provide Service Provider and Service Provider's subcontractors, and their respective agents, mandataries, representatives and employees with full unconditional access to the portion of the Premises in which [YOUR COMPANY NAME] operates its business at all times and without prior notice, for the purpose of conducting the Services, it being understood that such subcontractors, agents, mandataries, representatives and employees shall comply with all safety measures required by law and all reasonable safety measures that are currently in force at [YOUR COMPANY NAME], which may be changed by [YOUR COMPANY NAME] from time to time with Service Provider's prior written consent, which consent may not be withheld unreasonably. 5. REMUNERATION 5.1 Remuneration 5.1.1 As consideration for the Services to be performed by Service Provider under this Agreement, [YOUR COMPANY NAME] shall pay to Service Provider, in accordance with subsection 5.1.1 to subsection 5.1.5, an amount representing all reasonable costs and expenses, incurred by Service Provider in the performance of the Services under this Agreement as set out in Schedule B (the \"Remuneration\"). All payments made pursuant to this Agreement shall be made in [CURRENCY], without effecting compensation, and [YOUR COMPANY NAME] shall, in addition to such sums, pay to Service Provider an amount equal to all applicable taxes, fees and charges in respect of any such payment to be made under this Agreement for remittance by Service Provider to the appropriate tax authorities. 5.1.2 Service Provider shall provide to [YOUR COMPANY NAME] on a monthly basis, within [NUMBER] days of the end of each month, a statement detailing all reasonable costs and expenses relating to such Services with all necessary supporting documentation (the \"Expense Report\"). 5.1",null,"IT Systems & HR Management Services 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located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: ENGAGEMENT Upon the terms and subject to the conditions hereof, Company hereby engages Service Provider to provide Company with the Services (as defined in Section 2 hereof), and Service Provider hereby agrees to provide Company with the Services. ADMINISTRATIVE AND SUPPORT SERVICES During the term hereof, Service Provider agrees to provide the administrative support and services (including accounting, clerical, secretarial and receptionist assistance) described on Schedule A attached hereto and incorporated herein by reference, and any other administrative services reasonably requested by Company and agreed to by Service Provider (hereinafter referred to as the \"Services\"). Subject to the provisions of Section 3, Service Provider agrees to provide the Services in good faith, in a professional and workmanlike manner and in accordance with the reasonable instructions of Company. MUTUAL SUPPORT AND COOPERATION Each of Service Provider and Company agrees that it will take all steps reasonably necessary, at its own expense to: To designate key individuals to perform its obligations hereunder; To conduct periodic meetings of all such key individuals and others as necessary; To fully cooperate with all reasonable requests for assistance; and To take such further steps and execute such further documents as may be reasonably necessary. The parties will make diligent efforts through their respective key individuals to identify the causes of any problems in the Services and to make adjustments, in an equitable fashion, in order to address and resolve such problems, including the substitution or modification of the Services and the corresponding compensation therefore. FEES Service Provider will invoice Company for the Services performed hereunder on a [WEEKLY/MONTHLY] basis at the rate of $[AMOUNT] per [HOUR/DAY/WEEK/MONTH], plus such other out-of-pocket costs incurred by Service Provider as shall be separately stated. Each invoice shall set forth a reasonable explanation of the services rendered during such period and, if requested by Company, supporting documentation in reasonable detail. Company will pay each invoice in full no later than the [NUMBER] days following the date of the invoice. Each party shall be responsible for paying all taxes, if any, imposed upon it by applicable law in connection with this Agreement. TERM AND TERMINATION Except as provided in Section 5B hereof, the term of this Agreement shall commence on the first date indicated above and shall terminate at the close of business on the first anniversary of the date hereof. Either party may, by delivering written notice thereof to the other party, terminate any or all of its obligations under this Agreement, effective immediately, if the other party hereto: Is rendered bankrupt or becomes insolvent, and such insolvency is not cured within [NUMBER] days after written notice, or files a written petition in bankruptcy or an answer admitting the material facts recited in such petition filed by another, or discontinues its business, or has a receiver or other custodian of any kind appointed to administer any substantial amount of its property; or Commits a material breach of its duties, obligations or understandings under this Agreement, which breach is not cured within [NUMBER] days following written notice of such breach from the nonbreaching party. Any such termination shall be in addition to any other rights or remedies available at law or in equity to the terminating party. Each party hereto agrees to consult in advance with the other party and to bring to the attention of the other party any problems, differences of opinion, disagreements or any other matters that may lead such party to terminate or seek to terminate this Agreement. The purpose and intent of the parties in including this provision is to insure that both parties to this Agreement are made aware of any problems arising out of or relating to this Agreement or the relationship of the parties hereunder, so that the parties hereto may, in good faith, consult with one another concerning such problems and, where possible, resolve such problems to the parties' mutual satisfaction, thereby preserving their contractual relationship and goodwill and mutual respect presently existing between the parties to this Agreement. FORCE MAJEURE Any failure or delay in the performance by Service Provider of its obligations hereunder shall not be a breach of this Agreement if such failure or delay arises out of or results primarily from fire, storm, flood, earthquake or other acts of God, explosions, wars, insurrections, strikes, work stoppages or slowdowns, epidemic or quarantine restrictions, unforeseen equipment failure or inability to obtain essential raw materials despite commercially reasonable best efforts to do so (the occurrence of any of the foregoing shall be an \"Event of Force Majeure\"). CONFIDENTIALITY","Administrative Services Agreement","6",56,"https://templates.business-in-a-box.com/imgs/1000px/administrative-services-agreement-D850.png","https://templates.business-in-a-box.com/imgs/250px/850.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#850.xml",{"title":6,"description":6},[94,96],{"label":30,"url":95},"business-legal-agreements",{"label":30,"url":95},"administrative services agreement","/template/administrative-services-agreement-D850",{"description":100,"descriptionCustom":6,"label":101,"pages":87,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":107,"keywords":110,"url":111},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[108],{"label":17,"url":109},"consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":116,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":127},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":121,"description":6},"non disclosure agreement nda",[123,124],{"label":30,"url":95},{"label":125,"url":126},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":142,"url":143},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[138,141],{"label":139,"url":140},"Software & Technology","software-technology-business",{"label":139,"url":140},"service level agreement","/template/service-level-agreement-D778",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":116,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":161},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":152,"description":6},"employment agreement_at will employee",[154,157,160],{"label":155,"url":156},"Human Resources","human-resources",{"label":158,"url":159},"Hire an Employee","hire-employee",{"label":30,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":163,"descriptionCustom":6,"label":164,"pages":115,"size":116,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":177},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":169,"description":6},"data processing agreement",[171,174],{"label":172,"url":173},"Finance & Accounting","finance-accounting",{"label":175,"url":176},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",false,{"seo":180,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":500,"classification":501},{"meta_title":181,"meta_description":182,"primary_keyword":19,"secondary_keywords":183},"IT Systems HR Management Services Agreement Template (Free Word)","Free IT Systems HR Management Services Agreement template. Covers scope of IT and HR services, SLAs, data protection, IP ownership, and termination. Free Word and PDF download.",[184,185,186,187,188,189,190],"hr it services agreement template","managed hr services contract","it hr management contract template","hr managed services agreement","it services agreement template word","hr technology services contract","managed services agreement template free",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":178},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An IT Systems HR Management Services Agreement is a legally binding contract between a company and an external provider engaged to deliver information technology and human resources management services — such as HRIS platform administration, payroll processing, benefits systems, and employee data management. This free Word download covers scope of services, service-level commitments, data protection obligations, intellectual property ownership, and termination rights in a single document you can edit online and export as PDF.\n","Use it when engaging a third-party vendor to manage your HR technology infrastructure or HR administrative functions — including onboarding a managed HR services provider, outsourcing payroll and benefits administration, or contracting IT support for an HRIS platform. It is also appropriate when renegotiating an existing vendor relationship to add enforceable SLA and data-security obligations.\n","Scope of IT and HR services, service-level agreements and performance metrics, data protection and confidentiality obligations, intellectual property ownership and licensing, fees and payment terms, representations and warranties, limitation of liability, and termination rights with transition assistance provisions.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"HR directors and VP of HR","Formalizing the engagement of a third-party HRIS or payroll vendor with enforceable SLAs","persona-hr-manager",{"title":208,"use_case":209,"icon_asset_id":210},"IT managers and CIOs","Contracting a managed services provider for HR systems infrastructure and support","persona-cio",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Outsourcing HR administration and technology to a single managed-services vendor","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Engaging an HR tech provider before building an in-house people operations function","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Operations directors","Standardizing vendor contracts for HR and IT service providers across multiple locations","persona-operations-director",{"title":224,"use_case":225,"icon_asset_id":226},"IT and HR managed service providers","Issuing a consistent services agreement to clients for combined IT and HR engagements","persona-msp-provider",[228,232,236,240,243,247,250],{"situation":229,"recommended_template":230,"slug":231},"Engaging a provider for IT services only, with no HR administration component","IT Services Agreement","it-service-agreement-D13422",{"situation":233,"recommended_template":234,"slug":235},"Outsourcing HR functions without an IT systems component","HR Outsourcing Agreement","outsourcing-agreement-manufacturing-D898",{"situation":237,"recommended_template":238,"slug":239},"Contracting for SaaS-based HR software access rather than managed services","Software as a Service (SaaS) Agreement","saas-service-level-agreement-D12859",{"situation":241,"recommended_template":101,"slug":242},"Engaging an independent HR consultant for project-based advisory work","independent-contractor-agreement-D160",{"situation":244,"recommended_template":245,"slug":246},"Formalizing a broader managed services relationship covering IT, HR, and finance","Managed Services Agreement","administrative-services-agreement-D850",{"situation":248,"recommended_template":164,"slug":249},"Adding a standalone data processing addendum to an existing services contract","data-processing-agreement-D13954",{"situation":251,"recommended_template":252,"slug":253},"Protecting confidential HR and IT system information before contract negotiations","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",[255,258,261,264,267,270,273,276,279,282],{"term":256,"definition":257},"Service-Level Agreement (SLA)","A defined commitment within the contract specifying performance standards — such as system uptime percentage, incident response time, or payroll processing accuracy — and the remedies available if those standards are not met.",{"term":259,"definition":260},"HRIS (Human Resources Information System)","Software that centralizes employee data and automates HR processes including payroll, benefits enrollment, time tracking, and reporting.",{"term":262,"definition":263},"Managed Services Provider (MSP)","A third-party company that remotely manages a client's IT infrastructure and end-user systems under a proactive service model, typically under a recurring contract.",{"term":265,"definition":266},"Data Processing Agreement (DPA)","A contract or addendum that governs how a service provider processes personal data on behalf of the client, defining purposes, security measures, and sub-processor obligations.",{"term":268,"definition":269},"Intellectual Property Assignment","A contractual clause that transfers ownership of work product, custom configurations, or software created by the provider specifically for the client to the client.",{"term":271,"definition":272},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties — typically expressed as a multiple of fees paid in the preceding 12 months.",{"term":274,"definition":275},"Force Majeure","A provision excusing a party from performance obligations when failure is caused by events beyond reasonable control, such as natural disasters, cyberattacks, or government actions.",{"term":277,"definition":278},"Transition Assistance","An obligation requiring the outgoing provider, upon contract termination, to cooperate with the client's migration to a new provider for a defined period — covering data export, documentation, and knowledge transfer.",{"term":280,"definition":281},"Indemnification","A contractual obligation by one party to compensate the other for specific losses, claims, or damages — commonly covering IP infringement claims or data breach liability.",{"term":283,"definition":284},"Uptime Guarantee","A specific commitment that an IT system or platform will be available for use a defined percentage of time per month — for example, 99.5% monthly uptime — with credits or remedies for shortfalls.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties, Recitals, and Definitions","Identifies the client and service provider as legal entities, describes the purpose of the agreement, and defines all key terms used throughout the contract.","This IT Systems HR Management Services Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Provider').","Using trade names instead of registered legal entity names. Enforcement actions, indemnification claims, and data breach notices must reference the correct contracting entity — a mismatch creates jurisdictional and procedural complications.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Scope of Services and Service Schedule","Precisely defines which IT and HR management services the provider will deliver, referencing a detailed Schedule A that can be updated without amending the main agreement.","Provider shall deliver the IT and HR management services described in Schedule A ('Services'), which may be amended by mutual written agreement. Services include, but are not limited to, HRIS platform administration, payroll processing support, benefits system management, and IT helpdesk support for HR systems.","Defining services too broadly in the body of the contract without a detailed Schedule A. Vague scope language leads to disputes over whether a requested service is included, creating costly change-order friction.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Service-Level Agreements and Performance Metrics","Establishes measurable performance standards — system uptime, response times, payroll accuracy rates — and defines the remedies, such as service credits, available when standards are missed.","Provider shall maintain system availability of no less than [99.5]% per calendar month, measured excluding scheduled maintenance. For payroll processing, Provider shall achieve [99.9]% accuracy. Failure to meet SLAs for two consecutive months entitles Client to a service credit of [X]% of monthly fees.","Including SLA targets without defining measurement methodology or the remedy for breach. An SLA without a remedy is an aspiration, not an enforceable obligation.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Data Protection and Security Obligations","Requires the provider to implement and maintain appropriate technical and organizational measures to protect employee personal data, comply with applicable privacy laws, and notify the client of any data breach within a defined timeframe.","Provider shall implement and maintain security measures meeting or exceeding [ISO 27001 / SOC 2 Type II] standards. Provider shall notify Client of any actual or suspected data breach affecting Client's employee data within [72] hours of discovery. Provider shall process personal data solely on Client's documented instructions.","No breach notification timeline in the contract. GDPR requires 72-hour notification to supervisory authorities; HIPAA requires 60-day notification to affected individuals — contractual silence does not eliminate statutory obligations, and a provider who misses these windows can expose the client to regulatory fines.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Intellectual Property Ownership and Licensing","Clarifies who owns the IT systems, custom configurations, HR data, and work product created under the agreement — typically granting the client ownership of its data and a license to use the provider's platform, while the provider retains ownership of its proprietary systems.","All Client Data, including employee records and HR reports, remain the sole property of Client. Provider grants Client a non-exclusive, non-transferable license to use the Provider's platform and tools solely for the purposes described in Schedule A. Any custom configurations or integrations developed exclusively for Client shall be owned by [CLIENT / PROVIDER] as specified in Schedule B.","Failing to specify ownership of custom integrations or configurations built specifically for the client. If ownership is silent, it defaults to the provider in most jurisdictions — leaving the client without rights to migrate those configurations to a new vendor.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Fees, Payment Terms, and Adjustments","States the fee structure (monthly, per-employee, or project-based), payment due dates, late-payment consequences, and any mechanisms for annual fee adjustments.","Client shall pay Provider a monthly fee of $[AMOUNT] (or $[X] per active employee per month), due within [30] days of invoice. Invoices unpaid after [30] days accrue interest at [1.5]% per month. Provider may adjust fees annually by no more than [CPI + 3]% upon [60] days' written notice.","No cap on annual fee increases. Without a ceiling tied to a specific index or percentage, the provider has effective discretion to raise prices significantly at each renewal — leaving the client with no contractual lever to push back short of termination.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality","Prohibits both parties from disclosing the other's confidential information — including employee data, HR processes, proprietary systems, and commercial terms — during and after the engagement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose or use it except as necessary to perform its obligations under this Agreement. 'Confidential Information' includes employee personal data, compensation structures, system architecture, and pricing. Obligations survive termination for [3] years.","Omitting employee personal data from the definition of Confidential Information. HR data contains sensitive personal information protected by statute — relying on the data protection clause alone without an explicit confidentiality obligation creates a gap in coverage.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Representations, Warranties, and Compliance","Each party represents that it has authority to enter the agreement and will comply with applicable laws, including employment, data protection, and IT security regulations relevant to the services.","Provider represents and warrants that: (a) it has full authority to enter this Agreement; (b) the Services will be performed in compliance with applicable law, including [GDPR / CCPA / applicable employment standards]; and (c) Provider holds all necessary licenses and certifications to deliver the Services.","No compliance representation tied to jurisdiction-specific privacy laws. A provider operating across multiple jurisdictions who gives only a generic 'comply with applicable law' warranty leaves the client unable to invoke a specific breach if the provider fails to meet GDPR or CCPA obligations.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Limitation of Liability and Indemnification","Caps each party's total financial exposure and allocates liability for specific risk categories — with the provider typically indemnifying the client for data breaches, IP infringement, and gross negligence.","Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client in the [12] months preceding the claim. Provider shall indemnify Client against third-party claims arising from Provider's breach of the data protection obligations in Section [X], infringement of third-party IP, or gross negligence.","Applying the liability cap to data breach indemnification. A data breach involving employee records can generate regulatory fines and class-action exposure far exceeding 12 months of fees — carve out data breach liability from the cap or negotiate a separate, higher sub-limit.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Term, Termination, and Transition Assistance","Defines the initial contract term, renewal mechanics, termination triggers (for cause and convenience), notice periods, and the provider's obligation to assist with data migration and service handover after termination.","This Agreement commences on [START DATE] and continues for an initial term of [12/24/36] months, renewing automatically for successive [12]-month terms unless either party provides [90] days' written notice. Either party may terminate for material breach upon [30] days' written notice if the breach is uncured. Upon termination, Provider shall provide Transition Assistance for up to [90] days, including data export in [CSV / JSON / mutually agreed format] and documentation of system configurations.","No transition assistance obligation or a transition period too short to complete a realistic migration. HR and IT system migrations involving payroll data and employee records routinely take 60–120 days — a 30-day transition window contractually strands the client.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify the contracting parties with full legal names","Enter both parties' registered legal entity names, states or countries of incorporation, and registered addresses. Confirm these match the entities that will receive invoices and execute payroll.","Cross-reference the provider's corporate registry filing — managed services companies frequently operate through subsidiaries, and the contracting entity must be the one with E&O and cyber liability insurance.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the scope of services in Schedule A","List every IT and HR management service the provider will deliver — HRIS administration, payroll processing, benefits platform support, help desk, reporting — and note which are included in the base fee versus priced separately.","Attach current system documentation and a service catalog as exhibits so the scope is anchored to a known baseline, not subject to later interpretation.",{"step":348,"title":349,"description":350,"tip":351},3,"Set specific, measurable SLA targets","Define uptime percentages, incident response time tiers (P1/P2/P3), payroll processing accuracy rates, and any HR reporting turnaround commitments. Tie each metric to a defined remedy — service credit, escalation path, or termination right.","Request the provider's historical SLA performance reports for the past 12 months before agreeing to targets — setting a target the provider routinely misses is not a protection.",{"step":353,"title":354,"description":355,"tip":356},4,"Complete the data protection and security obligations","Specify the security framework the provider must maintain (SOC 2 Type II, ISO 27001), the breach notification timeline (72 hours for GDPR; 30 days is typical for US contracts), and whether a separate Data Processing Agreement is required.","If your workforce includes EU or UK employees, a standalone DPA is mandatory under GDPR — incorporate it as Schedule C rather than relying on generic contract language.",{"step":358,"title":359,"description":360,"tip":361},5,"Clarify IP ownership for custom configurations","Specify in Schedule B whether any custom integrations, workflows, or reports built specifically for your organization are owned by you or licensed back. Address data portability — confirm the format and frequency with which you can export your HR data.","Request a data export test before signing. If the provider cannot produce a clean, structured export of your employee data today, the transition assistance clause will be hard to enforce at termination.",{"step":363,"title":364,"description":365,"tip":366},6,"Negotiate the fee structure and annual adjustment cap","Enter the monthly or per-employee fee, payment due date, late-payment interest rate, and an annual fee adjustment cap tied to a specific index (CPI or CPIU) plus a defined percentage ceiling.","Cap annual increases at CPI + 3% to 5%. Anything higher gives the provider pricing power that can erode the economics of the engagement by Year 3.",{"step":368,"title":369,"description":370,"tip":371},7,"Set the term length and transition assistance period","Choose an initial term of 12, 24, or 36 months. Set auto-renewal notice at 90 days. Define transition assistance as at least 90 days post-termination, including data export, system documentation handover, and reasonable cooperation with the replacement vendor.","Negotiate a termination-for-convenience right at any renewal date without penalty — this preserves leverage if the relationship deteriorates but avoids early-termination fees.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before the service start date","Both authorized signatories must sign before the provider accesses any employee data or begins systems administration. Post-start-date execution leaves the early service period ungoverned by the contract's data protection and IP obligations.","Use a date-stamped electronic signature platform and store the fully executed agreement alongside the Schedule exhibits as a single package.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Vague scope language without a detailed Schedule A","Without an itemized service schedule, every request that falls outside the provider's interpretation of 'IT and HR management services' becomes a change order — driving up costs and creating relationship friction.","Attach a Schedule A listing every service, system, and function the provider will manage, with exclusions noted explicitly so both parties share the same baseline.",{"mistake":383,"why_it_matters":384,"fix":385},"SLAs without defined remedies","A provider who misses a 99.5% uptime commitment but faces no contractual consequence has no financial incentive to prioritize remediation. The SLA becomes decorative.","Pair every SLA metric with a specific, automatic remedy — a percentage service credit, a right to escalate, or a termination trigger after repeated failures.",{"mistake":387,"why_it_matters":388,"fix":389},"No data breach notification timeline","GDPR requires breach notification to supervisory authorities within 72 hours. CCPA and various US state laws impose their own deadlines. A contract silent on notification timeline does not protect the client from regulatory exposure caused by the provider's delay.","State a specific notification window — 24 to 72 hours for actual or suspected breaches — and require the provider to notify by a documented method, not just 'reasonable efforts'.",{"mistake":391,"why_it_matters":392,"fix":393},"Applying the liability cap to data breach claims","HR data breaches involving payroll records and sensitive employee information can generate regulatory fines, class-action exposure, and reputational damage far exceeding 12 months of management fees.","Carve out data breach liability and IP indemnification from the general liability cap, or negotiate a separate, higher sub-limit for these categories — typically 2–3 times annual fees.",{"mistake":395,"why_it_matters":396,"fix":397},"No transition assistance obligation or a 30-day window","Migrating an HRIS platform with years of employee records, payroll history, and benefits data to a new provider realistically takes 60–120 days. A 30-day contractual transition window leaves the client without a functioning HR system mid-migration.","Negotiate a minimum 90-day transition assistance period with specific deliverables: structured data export, system documentation, and reasonable cooperation with the incoming provider.",{"mistake":399,"why_it_matters":400,"fix":401},"Omitting ownership of custom integrations and configurations","Custom workflows, API integrations, and reporting configurations built for your organization default to provider ownership in most jurisdictions if the contract is silent — meaning you cannot take them to a new vendor without a separate license or repurchase.","Specify in Schedule B that all custom configurations developed exclusively for the client are owned by the client upon payment, with the provider retaining a license only to operate them during the term.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is an IT Systems HR Management Services Agreement?","An IT Systems HR Management Services Agreement is a legally binding contract between a client organization and an external provider engaged to deliver combined information technology and human resources management services — such as HRIS platform administration, payroll processing, benefits systems support, and HR data management. It defines the scope of services, performance standards, data protection obligations, intellectual property ownership, fees, and termination rights in a single governing document.\n",{"question":407,"answer":408},"When do I need this type of services agreement?","You need this agreement whenever you engage a third party to manage your HR technology infrastructure or HR administrative functions. Common triggers include onboarding a managed HR services provider, outsourcing payroll and benefits administration to an external vendor, contracting IT support for an HRIS platform, or renegotiating an existing vendor relationship to add enforceable SLA and data-security obligations. Without a written agreement, the engagement is governed by the vendor's standard terms — which typically favor the provider.\n",{"question":410,"answer":411},"What should an IT Systems HR Management Services Agreement include?","At minimum: full legal names of both parties, a detailed scope of services schedule, specific SLA targets with defined remedies, data protection and breach notification obligations, IP ownership for client data and custom configurations, fee structure with an annual adjustment cap, confidentiality obligations covering employee personal data, a limitation of liability and indemnification framework, and termination provisions with a transition assistance period of at least 90 days. Missing any of these creates gaps that become costly to resolve after a dispute or termination.\n",{"question":413,"answer":414},"How is this agreement different from a standard IT services agreement?","A standard IT services agreement covers technology support without specific HR data and employment law considerations. This agreement adds HR-specific obligations: compliance with employment data protection laws (GDPR, CCPA, provincial privacy statutes), payroll processing accuracy SLAs, employee data portability rights, and HR-regulatory compliance warranties. The combination of IT and HR functions also creates higher data sensitivity requirements that warrant stronger breach notification and indemnification terms than a typical IT contract.\n",{"question":416,"answer":417},"Does this agreement need to include GDPR or data protection provisions?","Yes, if the provider processes personal data of employees located in the EU, UK, or any jurisdiction with a comprehensive privacy law. Under GDPR, a Data Processing Agreement is mandatory when a processor handles personal data on behalf of a controller — and HR data (payroll records, health information, identification data) is among the most sensitive categories of personal data. Even outside the EU, US state laws including CCPA and Canada's PIPEDA impose obligations that the services agreement or a DPA addendum must address.\n",{"question":419,"answer":420},"Who owns the employee data processed by the provider?","The client organization typically owns its employee data in all circumstances — this should be stated explicitly in the agreement. The provider processes that data as a service on the client's behalf and should not acquire any independent rights to it. The agreement should also specify data portability: the format, frequency, and cost (if any) of data exports, and the provider's obligation to delete or return all data upon termination.\n",{"question":422,"answer":423},"What SLA terms are typical for HR and IT managed services?","Typical SLA benchmarks for combined HR and IT managed services include: system uptime of 99.5% to 99.9% per calendar month; P1 incident response within 1–4 hours; payroll processing accuracy at 99.9% or higher; and HR reporting turnaround of 1–3 business days. Service credits for SLA misses typically range from 5% to 15% of the affected month's fees. Repeated SLA failures over two to three consecutive months should trigger a termination-for-cause right.\n",{"question":425,"answer":426},"Can I terminate the agreement early if the provider is not performing?","Yes, if the contract includes a termination-for-cause provision — which this template does. Typically, termination for cause requires written notice identifying the material breach, a cure period (usually 30 days), and the right to terminate if the breach is uncured. For critical failures — a data breach or payroll processing failure — some agreements allow immediate termination without a cure period. Termination-for-convenience rights (with notice but without cause) are negotiable and valuable at auto-renewal dates.\n",{"question":428,"answer":429},"Do I need a lawyer to finalize this agreement?","For straightforward domestic engagements with standard services and a well-established provider, a high-quality template reviewed by a knowledgeable HR or IT operations lead is often sufficient. A lawyer review is recommended when the engagement involves processing EU or UK employee data (requiring a formal DPA), when fees exceed $100,000 annually, when the provider will have administrative access to sensitive payroll or benefits systems, or when the liability and indemnification framework needs to be negotiated against the provider's standard terms.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology / SaaS","industry-saas","Remote-first workforces with employees across multiple states or countries require providers to handle multi-jurisdiction payroll compliance, equity administration system access, and GDPR-compliant employee data processing.",{"industry":436,"icon_asset_id":437,"specifics":438},"Healthcare","industry-healthtech","HIPAA considerations extend to HR systems holding employee health benefit and leave data; BAA addendum may be required; credentialing and licensure tracking is a common additional service scope item.",{"industry":440,"icon_asset_id":441,"specifics":442},"Financial Services","industry-fintech","Regulatory requirements for employee data retention, background check system administration, and FINRA/SEC licensing tracking add compliance obligations that must be reflected in the SLA and warranty provisions.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing","industry-manufacturing","High hourly workforce volumes require payroll processing accuracy SLAs covering shift differentials, overtime calculations, and multi-site time and attendance system integration.",[448,451,454,456],{"vs":230,"vs_template_id":449,"summary":450},"it-services-agreement-D12728","An IT Services Agreement covers technology support and infrastructure management without HR-specific data protection, payroll accuracy SLAs, or employment law compliance warranties. Use an IT Services Agreement when engaging a vendor for pure technology support. Use this agreement when the vendor's scope includes HR data processing, HRIS administration, or payroll system management — the combination of IT and HR functions requires additional protections.",{"vs":245,"vs_template_id":452,"summary":453},"managed-services-agreement-D13178","A Managed Services Agreement is a broader framework for outsourcing any business function to an MSP. This agreement is a specialized version focused on the intersection of IT infrastructure and HR administration — adding HR-regulatory compliance warranties, employee data portability rights, and payroll SLAs that a generic managed services template does not address. Use the broader MSA when bundling IT, finance, and other operational functions together.",{"vs":101,"vs_template_id":242,"summary":455},"An Independent Contractor Agreement governs an individual consultant engaged for project-based HR or IT work. This agreement governs an ongoing, multi-function managed services relationship with a vendor organization. The contractor agreement lacks SLA frameworks, data processing obligations, and transition assistance provisions — it is not appropriate when the vendor has ongoing access to live HR systems and employee data.",{"vs":238,"vs_template_id":457,"summary":458},"software-as-a-service-agreement-D13170","A SaaS Agreement governs access to a cloud-based HR platform — it covers software licensing, uptime, and data rights but does not address the managed services layer where the provider actively administers HR processes on the client's behalf. Use the SaaS Agreement when buying access to HRIS software. Use this agreement when the vendor both provides the platform and manages the HR and IT functions running on top of it.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Domestic engagements with a single provider managing standard HR and IT services for a US or Canadian workforce below 250 employees","Free","1–2 hours to customize",{"best_for":465,"cost":466,"time":467},"Engagements involving EU or UK employee data, annual fees above $75,000, or providers requiring negotiation of their standard terms","$500–$1,500 for a 1–2 hour lawyer review","2–5 business days",{"best_for":469,"cost":470,"time":471},"Large enterprise outsourcing arrangements, multi-jurisdiction workforce, regulated industries (healthcare, financial services), or complex IP and liability negotiations","$3,000–$10,000+","2–6 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","No single federal statute governs HR data processing in private employment, but a patchwork of state laws applies — CCPA in California, VCDPA in Virginia, and similar statutes in 15+ states impose data subject rights and breach notification obligations. Payroll-related SLAs must account for state-specific minimum wage, overtime, and final-pay timing laws. HIPAA applies if the provider administers health benefit systems containing protected health information.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","PIPEDA (and Quebec's Law 25 effective 2023) govern collection, use, and disclosure of employee personal information — providers must be designated as authorized processors with documented security safeguards. Quebec contracts must include a French-language version for provincially-regulated employers. Provincial employment standards across all 13 jurisdictions affect payroll SLA design, particularly for termination pay timing and record-keeping obligations.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","UK GDPR (retained post-Brexit) and the Data Protection Act 2018 require a formal Data Processing Agreement where the provider processes employee personal data as a processor. Breach notification to the ICO is required within 72 hours. IR35 rules may affect the characterization of the provider relationship if individuals are engaged through personal service companies. Standard Contractual Clauses are required for data transfers to non-UK countries.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","GDPR Article 28 mandates a formal Data Processing Agreement for any processor handling employee personal data on behalf of a controller — the services agreement alone is insufficient. HR data including health, biometric, and trade union information constitutes special category data under Article 9, requiring explicit legal basis. Cross-border data transfers to non-EEA countries require Standard Contractual Clauses or an adequacy decision. Data breach notification to the supervisory authority is required within 72 hours.",[231,246,242,494,253,495,496,249,494,497,498,499],"software-development-and-consulting-services-agreement-D800","service-level-agreement-D778","employment-agreement_at-will-employee-D541","master-service-agreement-D12657","vendor-agreement-D13292","employee-handbook-D712",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":95,"secondary_folder":502,"document_type":503,"industry":504,"business_stage":505,"tags":506,"confidence":512},"services-and-consulting","agreement","general","all-stages",[507,508,509,510,511],"data-protection","it-services","hr-services","service-agreement","outsourcing",0.95,"\u003Ch2>What is an IT Systems HR Management Services Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>IT Systems HR Management Services Agreement\u003C/strong> is a legally binding contract between a client organization and an external provider engaged to deliver combined information technology and human resources management services — including HRIS platform administration, payroll processing support, benefits systems management, and HR data security. It establishes the scope of every service the provider will perform, the performance standards they must meet, the data protection obligations that govern access to employee records, and the rights each party holds over intellectual property and confidential information. Unlike a generic services agreement, this contract addresses the heightened sensitivity of HR data — payroll records, compensation structures, health benefit information — alongside the operational criticality of IT systems that must function without interruption for a workforce to run.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written IT Systems HR Management Services Agreement, every aspect of your vendor relationship defaults to the provider's standard terms — which are written to limit their liability, not protect yours. A provider with unrestricted access to your HRIS and payroll systems and no contractual breach notification obligation leaves your organization exposed to regulatory fines under GDPR, CCPA, and applicable state privacy laws if employee data is compromised. No defined SLAs means payroll delays have no contractual remedy. No transition assistance obligation means that when you need to change providers, your years of employee data can be held hostage or exported in an unusable format. This template gives you an enforceable framework — covering scope, performance, data security, IP ownership, and exit rights — before a vendor touches a single employee record.\u003C/p>\n",1781186005752]