HR services proposal template

Leadership & skills development

The best companies cultivate talent from within. To do that, you need an HR team that knows how to identify potential in new employees, and has experience in cultivating that potential to create future business leaders. At [Sender.Company], we focus heavily on investing in your company’s future leadership and technical prowess through talent management and skill development.

Navigating the regulatory environment

No matter how big or small your company is, regulatory compliance is a reality you’ll have to face. The regulations that affect how a company hires, communicates, and compensates employees change constantly, and to stay abreast of these regulations is a full-time job in and of itself. When you’re tasked with navigating a company to growth and success, you absolutely must have an HR partner you can trust to watch over your regulatory affairs.

Building the right team

Heard of the Pareto Principle? It states that 20% of your employees will demand 80% of your time as the company’s leader. The concept has a name for a reason- it’s a real problem that thousands of company presidents and CEOs face each day. If you fall into this trap at your company, you’ll almost certainly fail to reach your goals. To prevent such a dire situation, you need a Human Resources team that is experienced in sourcing and recruiting qualified candidates who are a good fit for your company.

As you review the contents of this proposal, consider the points above, and how the peace of mind that comes with hiring an experienced firm to provide [Client.Company] with HR services will allow you to focus on your main task- growing [Client.Company].

Problem

Summary

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Engagement

Company hereby engages Consultant and Consultant agrees to render at the request of Company, independent consulting services (“Services”) as set forth in the Statement of Work at Attachment 1 and other statements of work which may be added hereto by way of modification to this Agreement (“Statement of Work”), all of which are incorporated herein and form a part hereof. Services shall be ordered by the Company’s issuance of purchase orders that incorporate this Agreement by reference and / or statements of work that incorporate this Agreement by reference or are otherwise added to this Agreement by way of modification hereto. Consultant shall provide the Services in a diligent and professional manner and in no event later than any scheduled completion dates set forth in the Statement of Work or the terms of any purchase order. Time is of the essence for this Agreement and any purchase orders and / or statements of work issued hereunder.

Term

The term of this Agreement shall commence on the Effective Date and continue until contract end date, unless otherwise modified by mutual, written agreement of the parties or terminated as set forth herein.

Compensation & payment

As consideration for the Services, and upon the submission of monthly invoices, within the payment terms stipulated herein, the Company shall pay Consultant at the rates or in accordance with the milestone payment schedule set forth on purchase order(s) issued by Company or in the Statement of Work, for such Services as are actually rendered by Consultant and accepted by the Company. In no event, however, shall Consultant perform, or receive compensation for:

(a) additional services not set forth in the Statement of Work without a formal, bilateral modification to the Statement of Work encompassing such additional services;

(b) services involving contingency payments prohibited by any applicable law or regulation or by the Company’s contract; or (c) services rendered that result in billings to the Company that are in excess of NTE amount which is the total ceiling value or not-to-exceed (NTE) value for this Agreement.

If expressly provided for in the Statement of Work and expressly not included in the firm-fixed-price that may be established in the Statement of Work, Company shall reimburse Consultant for reasonable and necessary out-of-pocket travel and other miscellaneous expenses relating to this Agreement, which are incurred at the direction of, and upon the prior written approval of, the Company. Such reasonable travel expenses include air/rail travel, taxis, auto rentals, meals, and lodging, provided that such reimbursement will not be in excess of that allowed by the paragraph above, and provided that no reimbursement shall be made for Consultant’s commuting to facilities within a fifty-mile radius of Consultant’s home or place of business.

Independent contractor

Consultant and Company shall at all times be deemed to be independent contractors and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture or other combined business organization. Consultant shall hold no authority, express or implied, to commit, obligate or make representations on behalf of Company and shall make no representation to others to the contrary. Nothing herein is intended nor shall be construed for any purpose as creating the relation of employer and employee or agent and principal between the parties. Except as otherwise specified herein, Consultant retains the right to direct, control or supervise the details and means by which the consulting Services are provided. Consultant’s employees shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of Company employees.

Consultant shall be responsible for payment of all foreign and domestic taxes arising out of the Consultant’s activities in connection with this Agreement, including without limitation, sales, goods and services, excise, value added or similar taxes, whether of federal or other jurisdictional level, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required. Company shall not be responsible for withholding any income or employment taxes whatsoever on behalf of Consultant, and Consultant further agrees to indemnify, defend and hold Company harmless from and against any claims or action arising out of or relating to Consultant’s failure to withhold such taxes on behalf of Consultant or Consultant’s employees.

Audit

Consultant shall retain all books, records, documents and other evidence pertaining to its Services rendered and billings made under this Agreement (“the Records”). The Records shall be subject to inspection and audit by Company and the Government (if necessary) at all reasonable times and upon reasonable notice for a period of three (3) years after final payment under this Agreement. If any audit of Consultant’s invoiced charges demonstrates that Consultant’s invoiced charges exceed the correct charges, Consultant shall immediately pay or refund such excess charges to Company’ account, and if such excess charges exceed the correct charges by more than five percent (5%), Consultant shall also pay or reimburse Company for all reasonable costs of such audit, to include any reasonable costs (including attorneys fees and costs) incurred by Company in collecting such excess charges from Consultant.

Confidentiality

Each party shall receive in confidence (“receiving party”) from the other party (“disclosing party”) and treat as confidential all technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form, (ii) pertains in any way to such party’s (or its affiliates’) business plans or methods, or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the disclosing party had a reasonable expectation that the receiving party would know that the information is confidential or proprietary (collectively, “Proprietary Information”). Information that is disclosed orally or visually to a receiving party shall also be deemed Proprietary Information if the disclosing party identifies such information as proprietary at the time of disclosure and, within thirty (30) days after such disclosure reduces the subject matter of the disclosure to writing and submits it to the receiving party.

Representations & warranties

• shall perform the Services in accordance with the highest standards of professional skill and that for a period of six (6) months from the completion date of the Services, Consultant shall, at no charge to Company, furnish such materials and services as may be necessary to correct any defects in the materials or deliverables developed under the applicable Statement of Work;

• shall comply with all applicable federal and other jurisdictional laws, including local laws, in performing the Services;

• has a legal right to remain and work in Canada and, if any of the Services are performed in the United States or on behalf of the United States Government, the United States, and that Consultant shall indemnify, defend and hold Company harmless against any claims, penalties, fees or charges of any kind whatsoever arising out of or as a result of Consultant’s failure to comply with applicable immigration laws;

• it has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits the Consultant from performing the Services;

• hasn’t any relationship with any third party with whom Company has contracted which would cause such person to have a conflict of interest in relation to this Agreement or in respect of the Services. Should any such conflict of interest arise during the term of this Agreement, the Consultant covenants and agrees to immediately notify Company; and

• is and will continue to be, where applicable, a GST / HST registrant in accordance with the Excise Tax Act (Canada) for the term of this Agreement.

Insurance

Consultant agrees to procure and maintain during the term of this Agreement, at Consultant’s own cost and expense, liability and property damage insurance, including automobile and contractual liability, with the following minimum liability limits:

Safety

Consultant agrees to comply with all federal, provincial and territorial occupational health and safety laws, regulations and standards, and all Company’s safety rules of which Consultant has notice, regarding the performance of Services under this Agreement. Consultant agrees to communicate Company’s safety rules to Consultant’s contractors and employees. Consultant responsible for maintaining a safe workplace by following commercially accepted safety and health rules and practices. Consultant is responsible for immediately reporting accidents, injuries, and unsafe equipment, practices or conditions related to Consultant’s performance of work for Company to the Authorized Representative of Company identified herein. Company is committed to keeping its workplaces free from hazards.

Consultant authorizes Company to provide minor first aid to those individuals performing Services on behalf of Consultant hereunder, with the consent of the injured person, for injuries sustained on Company’ property. If Company believes immediate emergency care is necessary for an illness or injury to Consultant’s employees, Consultant authorizes Company to call for ambulance service, and Consultant agrees to pay (or to reimburse Company) for any such ambulance charge.

Consultant shall defend, indemnify and hold Company and its officers, directors and employees harmless from and against all expenses, costs, damages, liabilities and losses incurred by Company in connection with any claim, investigation, demand, action, suit or proceeding arising out of or resulting from the provision of any medical care or treatment to those individuals performing Services on behalf of Consultant hereunder or the calling of ambulance services for such employees by Company.

Publicity

Except as required by law, Consultant shall not issue any press release or make any other public statement relating to this Agreement, any Services performed under this Agreement, or any of the transactions contemplated by this Agreement, without obtaining the prior written approval of Company as to the contents and the manner of presentation and publication of such press release or public statement.

Acceptance

If Company is not reasonably satisfied with any Service, it will so notify Consultant with an explanation of the deficiency. Consultant will, at its own expense, re-perform the Service within fifteen (15) days after receipt of Company’s notice of deficiency. The foregoing procedure will be repeated until Company accepts or finally rejects the Service in its reasonable discretion.

Termination

This Agreement may be terminated by either party in the event the other party fails to perform its obligations hereunder on time, fails to assure timely performance, or otherwise fails to perform its material obligations; provided, however, that prior to such termination the terminating party notifies the defaulting party in writing at least ten (10) days in advance, states the reasons why the Agreement should be terminated and affords the defaulting party an opportunity to cure any alleged default during such ten (10) day notice period.

Either party may terminate this Agreement, upon notice and without liability, in the event the other party: (a) files a petition in bankruptcy; (b) has filed against it an involuntary petition in bankruptcy not dismissed within sixty (60) days; (c) consents to the appointment of a receiver, custodian, trustee or liquidator; or (d) dissolves, liquidates or makes a general assignment for the benefit of creditors.

Company may terminate this Agreement, or any Services to be performed hereunder, in whole or in part, without cause and for its own convenience, by providing Consultant written notice of termination at least seven (7) days in advance, specifying the extent to which the Agreement is so terminated and the date upon which such termination becomes effective. Company shall have no liability for such termination except for liability for Services rendered or expenses incurred by Consultant in accordance with this Agreement prior to the effective date of such termination and for which payment has not been made.

Upon termination of this Agreement, Consultant shall return to Company all copies of any Company data, records, or materials, of whatever nature and regardless of media. Consultant shall also furnish Company with all work in progress or portions thereof. Within thirty (30) days following termination or expiration of this Agreement, Consultant shall submit to Company a termination proposal detailing the work completed and accepted by Company and the proposed value of such completed and accepted work. The amount due Consultant as a result of any termination hereunder will be as follows:

For Services performed on a firm-fixed-price (FFP) basis:

The lesser of 1) a prorated portion of the overall Statement of Work price based on the percent of the work completed and accepted up to the date of termination or 2) actual hours expended under the Statement of Work at the Consultant’s most favored rate for such consulting services, such hours to be supported with suitable records.

For Services performed on a time-and-materials (T&M) basis:

Actual hours expended under the Statement of Work for accepted Services at the hourly rates set forth in the Statement of Work.

Upon payment of the agreed to termination settlement amount, Company shall thereafter have no liability or obligation to Consultant for any further compensation, fees, expenses or other payments related to this Agreement.

Liability & Indemnification

Neither Company, nor its officers, directors, employees, affiliates, or parent companies shall be liable for any injury to the person or property of Consultant or its employees or contractors, except to the extent that such injury was directly caused by the fault or negligence of Company or its employees acting within the scope of their employment.

In addition to any other indemnification obligation herein, Consultant shall indemnify, defend and hold Company and its officers, directors, and employees, harmless from and against all expenses, costs, damages, liabilities and losses (including, without limitation, reasonable attorneys fees) incurred by Company in connection with any claim, investigation, demand, action, suit or proceeding (whether civil, criminal, administrative or investigative) arising out of or resulting from Consultant’s performance of the Services, including but not limited to, the following:

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR BASED UPON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE THE SUM OF THE STATEMENT OF WORK AND / OR PURCHASE ORDER TOTAL VALUES, LESS ANY PAYMENT MADE TO CONSULTANT HEREUNDER.

Miscellaneous

Severability — If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement shall remain in full force and effect to accomplish the intent and purpose of the parties. The parties agree to negotiate the severed provision to bring the same within the applicable legal requirements to the extent possible.

Governing Law — The validity, interpretation and/or enforcement of this Agreement shall be governed by the laws of state, including its recognition of applicable federal law, but excluding such jurisdiction’s choice of law rules.

​[Sender.Company]​

​[Client.Company]

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​[Sender.FirstName][Sender.LastName]​

​[Client.FirstName][Client.LastName]