Payroll Outsourcing Agreement Template

This agreement is made and entered into as of [DATE] by and between:

1. [Client Name], a [State of Incorporation] corporation with its principal place of business at [Client Address] (“Client”).
2. [Service Provider Name], a [State of Incorporation] corporation with its principal place of business at [Service Provider Address] (“Service Provider”).

WHEREAS, Client desires to retain Service Provider to perform certain payroll processing and related services, and Service Provider desires to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

1.1 Service Provider agrees to provide the following payroll services to Client (the “Services”):

1. Gross pay calculation and distribution
2. Withholding and remittance of taxes
3. Benefits administration, including deductions and contributions
4. Garnishment processing
5. Payroll reporting and compliance
6. Employee self-service portal access
7. [List any additional services]

1.2 Service Provider shall perform the Services in accordance with all applicable laws and regulations, including, but not limited to, the [List relevant laws and regulations].

2. Confidentiality

2.1 Service Provider agrees to hold in strict confidence all confidential information of Client, including, but not limited to, employee payroll data, tax information, and trade secrets. Service Provider shall not disclose such information to any third party without the prior written consent of Client.

2.2 Service Provider shall implement and maintain appropriate security measures to protect Client’s confidential information from unauthorized access, disclosure, alteration, or destruction.

3. Data Security

3.1 Service Provider shall comply with all applicable data security laws and regulations, including, but not limited to, the [List relevant data security laws and regulations].

3.2 Service Provider shall maintain all Client data in a secure environment and implement appropriate technical and administrative safeguards to protect against unauthorized access, use, disclosure, alteration, or destruction of such data.

4. Fees and Payment

4.1 Client shall pay Service Provider a monthly fee of [Amount] for the Services. This fee shall be payable in advance on the first day of each month.

4.2 Service Provider may invoice Client for any additional services provided upon Client’s prior written approval.

5. Term and Termination

5.1 This Agreement shall commence on [Start Date] and shall continue for a period of [Term], unless earlier terminated as provided herein.

5.2 This Agreement may be terminated by either party upon [Notice Period] written notice to the other party.

5.3 This Agreement may be terminated by either party immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [Cure Period] days after written notice of such breach.

6. Representations and Warranties

6.1 Each party represents and warrants to the other party that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Service Provider represents and warrants that it has the necessary expertise and qualifications to perform the Services.

7. Indemnification

7.1 Service Provider agrees to indemnify and hold harmless Client from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Service Provider’s breach of this Agreement, or Service Provider’s performance of the Services hereunder.

8. Limitation of Liability

8.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Force Majeure

9.1 Neither party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, lockouts, or other labor disputes, floods, earthquakes, or other natural disasters.

10. Entire Agreement

10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Governing Law and Dispute Resolution

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws provisions.

11.2 Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the English