HR Consultant Agreement template

This HR Consultant Agreement ("Agreement") is made and entered into on [Date], by and between:

Client:
[Client's Full Name]
[Client's Address]
[Client's Contact Information]
(hereinafter referred to as "Client")

Consultant:
[Consultant's Full Name]
[Consultant's Business Name, if applicable]
[Consultant's Address]
[Consultant's Contact Information]
(hereinafter referred to as "Consultant")

1. Scope of Services

The Consultant agrees to provide the following HR consulting services to the Client:

• [Description of Service 1]

• [Description of Service 2]

• [Description of Service 3]

The Consultant will perform these services as an independent contractor and not as an employee of the Client.

2. Term of Agreement

This Agreement shall commence on [Start Date] and shall continue until [End Date], unless terminated earlier in accordance with Section 9 of this Agreement.

3. Compensation

The Client agrees to pay the Consultant the following compensation for services rendered:

• Fee Structure: [Hourly Rate, Flat Fee, Retainer, etc.]

• Payment Terms: Payments will be made [weekly/monthly/upon completion] and due [within X days] of invoice submission.

• [Expenses: The Client agrees to reimburse the Consultant for reasonable and pre-approved out-of-pocket expenses incurred during the performance of services.]

4. Confidentiality

4.1 Confidential Information
The Consultant acknowledges that during the course of this Agreement, they may have access to or be exposed to sensitive and confidential information related to the Client's business operations, strategies, employee records, financial data, trade secrets, and other proprietary information (collectively, "Confidential Information"). The Consultant agrees that such Confidential Information is the sole and exclusive property of the Client.

4.2 Non-Disclosure
The Consultant agrees to keep all Confidential Information in strict confidence and shall not, without the prior written consent of the Client, disclose, use, copy, or permit the use or disclosure of any Confidential Information to any third party. This obligation of confidentiality shall survive the termination or expiration of this Agreement.

4.3 Protection of Confidential Information
The Consultant agrees to take all necessary precautions to protect the confidentiality of the Confidential Information, including but not limited to:

• Restricting access to Confidential Information to only those individuals who need to know such information in order to perform services under this Agreement.

• Ensuring that any copies, reproductions, or summaries of Confidential Information are securely stored and protected from unauthorised access.

• Immediately notifying the Client in the event of any unauthorised disclosure, loss, or theft of Confidential Information.

4.4 Permitted Disclosures
Notwithstanding the above, the Consultant may disclose Confidential Information only to the extent required by law, regulation, or court order, provided that the Consultant gives the Client prompt written notice of such requirement and cooperates with the Client in any efforts to seek a protective order or other appropriate remedy to prevent or limit such disclosure.

4.5 Return of Confidential Information
Upon termination or expiration of this Agreement, or upon the Client's request, the Consultant agrees to promptly return or destroy all documents, materials, and other forms of Confidential Information in their possession, custody, or control, and certify in writing to the Client that all such Confidential Information has been returned or destroyed.

4.6 Non-Solicitation of Employees
During the term of this Agreement and for a period of [12] months following its termination, the Consultant agrees not to directly or indirectly solicit, recruit, or hire any employee or contractor of the Client without the Client’s prior written consent.

4.7 Breach of Confidentiality
The Consultant acknowledges that any breach of this confidentiality obligation may cause the Client irreparable harm for which monetary damages may be insufficient. Therefore, in the event of such a breach, the Client shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other rights or remedies available at law or in equity.

4.8 Exceptions
The obligations of confidentiality under this Section shall not apply to information that:

• Was already known to the Consultant prior to its disclosure by the Client, as evidenced by written records.

• Is or becomes publicly available through no fault of the Consultant.

• Is disclosed to the Consultant by a third party who has the legal right to make such disclosure without any confidentiality obligations.

5. Data Protection (GDPR)

5.1 Compliance with GDPR
The Consultant acknowledges that they will be processing personal data on behalf of the Client and agrees to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) (EU 2016/679) and the UK Data Protection Act 2018.

5.2 Data Processing Agreement
The Consultant agrees to process personal data only on the documented instructions of the Client, and solely for the purposes of performing their obligations under this Agreement. The Consultant shall not process, transfer, or store personal data outside of the European Economic Area (EEA) without the Client's prior written consent.

5.3 Security Measures
The Consultant agrees to implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage. This includes but is not limited to ensuring the confidentiality, integrity, and availability of personal data.

5.4 Data Subject Rights
The Consultant shall assist the Client in responding to any requests from data subjects exercising their rights under the GDPR, including rights of access, rectification, erasure, and data portability, within the required timeframes.

5.5 Data Breach Notification
In the event of a personal data breach, the Consultant shall immediately notify the Client, providing sufficient details of the breach to enable the Client to comply with its obligations under the GDPR, including the requirement to report the breach to the supervisory authority and affected data subjects.

5.6 Data Retention and Deletion
Upon termination or expiration of this Agreement, the Consultant agrees to securely delete or return all personal data to the Client, as instructed by the Client, and to certify in writing that they have done so.

5.7 Indemnity for Data Protection Violations
The Consultant agrees to indemnify and hold the Client harmless from any claims, damages, fines, or penalties arising from the Consultant's breach of data protection laws, including the GDPR.

6. Intellectual Property

Any work product, including reports, documents, and other materials, created by the Consultant during the course of this Agreement shall be the sole property of the Client. The Consultant agrees to assign all rights, title, and interest in such work product to the Client.

7. Independent Contractor Status

The Consultant is engaged as an independent contractor and shall not be considered an employee, agent, or representative of the Client. The Consultant shall be responsible for all taxes, insurance, and other obligations associated with their status as an independent contractor.

8. Compliance with Laws

The Consultant agrees to comply with all applicable laws, regulations, and professional standards in the performance of their services.

9. Indemnification

9.1 General Indemnity
The Consultant agrees to indemnify, defend, and hold harmless the Client, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs, arising out of or in connection with:

• The Consultant’s performance or non-performance of services under this Agreement.

• Any breach of this Agreement by the Consultant, including but not limited to breaches of confidentiality and data protection obligations.

• Any negligent or wrongful act or omission by the Consultant or any of their employees, agents, or subcontractors in the course of performing services under this Agreement.

9.2 Limitation of Liability
The Consultant's liability under this Agreement shall be limited to direct damages only and shall not exceed the total fees paid by the Client under this Agreement, except in cases of fraud, wilful misconduct, gross negligence, or violations of confidentiality or data protection obligations.

9.3 Indemnity for Data Protection Violations
In addition to the general indemnity obligations, the Consultant specifically agrees to indemnify and hold the Client harmless from any claims, damages, fines, or penalties arising from the Consultant's breach of data protection laws, including the GDPR.

10. Termination

Either party may terminate this Agreement by providing written notice to the other party. The Consultant must provide [30 days'] notice, while the Client must provide [60 days'] notice. In the event of termination, the Consultant shall be entitled to payment for services rendered up to the termination date.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior discussions, agreements, or understandings of any kind.

13. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

14. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the respective parties at the addresses provided above or to such other address as a party may designate in writing.

IN WITNESS WHEREOF, the parties have executed this HR Consultant Agreement as of the day and year first above written.

Client:

[Client's Full Name]
Date: ______________________

Consultant:

[Consultant's Full Name]
Date: ______________________