HR Resolutions, LLC – Consulting Agreement and Terms & Conditions of Service
This Independent Contractor Services and Consulting Agreement (“Agreement”) is entered into by and between HR Resolutions, LLC (“HRR” or “Consultant”) and the undersigned Client. HRR and Client may be collectively referred to as the “Parties.”
1. Introduction and Scope
Client has executed an Agreement for certain services with HRR. The relationship between Client and HRR shall be that of principal and independent contractor and not employer and employee. These Terms and Conditions are attached hereto as Exhibit A and are incorporated into and form an integral part of all agreements and contracts with HRR and may be amended, in writing, from time to time at HRR’s discretion.
2. Services of Consultant
Subject to these Terms and Conditions, Consultant will provide human resources consulting services (“Services”) to Client and its affiliates as an independent contractor. Consultant is customarily engaged in an independently established HR consulting business and may perform services for other clients provided there is no conflict of interest or violation of confidentiality. The scope of these services is detailed within the Letter of Agreement provided to the client or communicated via email subsequent to an execution of a Letter of Agreement.
3. Term
Unless otherwise stated in the Letter of Agreement, the “Help Desk” and Retained Agreements shall remain in effect for twelve (12) months from the Effective Date and automatically renew for successive twelve-month periods unless terminated pursuant to Section 17.
4. Fees and Remuneration
Certain clients (“Help Desk”) may incur a one-time, non-refundable registration fee and a monthly fee as outlined in the Letter of Agreement.
HRR agrees to bill you at these rates through December 31st of this year. All services rendered after that time will be charged at the rates then in effect. HRR reserves the right to impose a finance charge on all clients of 18% per annum on overdue accounts.
5. Time Basis for Contracts
Time is calculated inclusive of travel from prior non-client activity. Off-site activity time includes all work performed for the Client, regardless of location. Travel fees may be implemented in HRR’s sole discretion for travel in excess of 60-minutes.
6. Additional Work
Additional Work may be performed under a separate fixed fee or hourly rate agreed upon in writing or via email prior to commencement. HRR will make reasonable efforts to honor quoted fees, but unforeseen circumstances may require adjustments unless a “not to exceed” amount has been provided.
7. Client Responsibilities and Decision-Making
Client agrees to provide accurate and complete information. HRR will make recommendations based on best HR practices; however, all final business and employment decisions are made by the Client and assumes solely the responsibility for said decisions.
8. Confidentiality and Intellectual Property
All information, data, and intellectual property created during the course of services shall be deemed the property of the Client. Consultant agrees to hold all Confidential Information in the strictest confidence, not to disclose or use such information outside the scope of this Agreement, and to return all materials upon termination.
9. Independent Contractor Relationship
Consultant is an independent contractor and not an employee or agent of the Client. This Agreement does not create a partnership, joint venture, or employer-employee relationship.
10. Professional Standards
HRR will conduct all business in accordance with the professional standards of the Society for Human Resource Management (SHRM.org). HRR reminds the Client that HRR is not a law firm and does not provide legal advice. Any information provided by HRR should not be construed as legal advice. Clients are encouraged to consult qualified legal counsel for any matters requiring interpretation or application of law.
11. Conflicts of Interest
HRR will promptly disclose any conflict of interest discovered during performance of its duties.
12. Failure to Pay
If Client fails to make payment when due, HRR reserves the right to suspend further work until payment is received. Any delay or impact resulting from such suspension shall be the Client’s sole responsibility. Collections fees (including attorney’s fees and court costs) and bank charges, if incurred by HRR, will also be the responsibility of the Client.
13. Indemnification
Client agrees to indemnify and hold harmless HRR, its officers, and employees from any claims or damages arising from Client’s actions, decisions, or data provided, except in cases of HRR’s gross negligence.
14. Limitation of Liability
HRR shall not be liable for indirect, incidental, or consequential damages. HRR’s total liability is limited to the value of the contract or the actual loss, whichever is smaller.
15. HIPAA and Compliance
Both Parties shall comply with all applicable laws, including HIPAA, FLSA, and anti-discrimination statutes. Consultant shall execute compliance documents as requested.
16. Force Majeure
Neither Party shall be held liable for delays or failure to perform caused by events beyond reasonable control, including but not limited to power outages, labor shortages, cybersecurity incidents, natural disasters, war, pandemic, or government shutdowns.
17. Termination
Either Party may terminate this Agreement upon sixty (60) days’ written notice. If Client terminates without sixty (60) days’ written notice, an early termination fee of $1,000 shall apply.
18. Governing Law and Venue
Any dispute shall be governed by Pennsylvania law and resolved exclusively in the Court of Common Pleas of Dauphin County, Pennsylvania.
19. Modifications and Severability
These Terms and Conditions supersede prior agreements. Any modifications to HRR Terms must be in writing. If any provision is deemed invalid, the remaining provisions shall remain in full force.
20. Notices
All notices must be delivered via email, personal delivery, overnight courier, or certified mail to the addresses provided in the signature section.
21. Entire Agreement
This Letter of Agreement, including its Terms and Conditions, constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements, whether oral or written.