Client Service Agreement

Effective Date:

1. PARTIES

This Agreement is entered into by and between:

Midsouth HR Consulting and Notary Services (“Company”)

and

[ Client Name _________________________/ Business Name_______________________________] (“Client”).

2. SERVICES & PACKAGE SELECTION

Client selects:

☐ Startup Package

☐ Standard Package

☐ Premium Package

☐ Notary Services

Detailed services may include:

• HR consulting & workforce strategy

• Compliance advisory (non-legal)

• Recruitment & staffing guidance

• Employee relations

• Training & development

• Notary services per Tennessee law

A separate Statement of Work (SOW), if issued, governs deliverables and timelines.

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3. TERM

☐ Project-based (ends upon completion)

☐ Monthly Retainer

☐ Ongoing until terminated

Start Date: _________

4. FEES & PAYMENT TERMS

• Total Fee: $______

• Payment Type: ☐ Upfront ☐ Installments ☐ Retainer

Terms:

• Payment due per invoice terms

• Late fees may apply (up to maximum allowed under TN law)

• Services may be paused for non-payment

• All payments are non-refundable unless required by law

5. CLIENT RESPONSIBILITIES

Client agrees to:

• Provide accurate, timely information

• Participate in scheduled engagements

• Maintain compliance with applicable laws

• Review deliverables in a timely manner (but no later than 3 business days)

Failure may delay or impact services.

6. INDEPENDENT CONTRACTOR

Company is an independent contractor. No employment, agency, or partnership relationship is created.

7. NO LEGAL ADVICE

Company does not provide legal advice.

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Client agrees to seek licensed legal counsel where appropriate.

8. CONFIDENTIALITY

Both parties agree to maintain strict confidentiality.

Information may only be disclosed:

• With consent

• As required by law

• To protect legal rights

9. DATA PRIVACY & CYBER RISK DISCLAIMER

Company implements reasonable safeguards; however:

• No system is fully secure

• Client assumes risk of electronic transmission

10. LIMITATION OF LIABILITY

To the fullest extent permitted by Tennessee law:

Company shall NOT be liable for:

• Indirect or consequential damages

• Lost revenue, profits, or business opportunities

• HR or business decisions made by Client

Liability Cap:

Company’s total liability shall not exceed fees paid under this Agreement.

11. INDEMNIFICATION

Client agrees to indemnify and hold harmless Company from:

• Claims arising from Client decisions

• Misuse of consulting guidance

• Regulatory or legal violations by Client

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12. TERMINATION

Either party may terminate with 10 days written notice.

Upon termination:

• Client pays for all completed work

• No refunds for services rendered

13. FORCE MAJEURE

Neither party is liable for delays caused by:

• Natural disasters

• Government actions

• System outages

14. DISPUTE RESOLUTION

All disputes shall be resolved as follows:

1. Good-faith negotiation

2. Mediation in Tennessee

3. Binding arbitration in Tennessee

Venue: Shelby County, Tennessee

15. GOVERNING LAW

Governed by laws of the State of Tennessee.

16. ELECTRONIC SIGNATURES

Valid under the Tennessee Uniform Electronic Transactions Act.

17. ENTIRE AGREEMENT

This Agreement + SOW = full agreement.

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18. SIGNATURES

Client: _____________________________________ Date: ______

Company: __________________________________ Date: ______

ADD-ON 1: HR CONSULTING LIABILITY WAIVER

Client Acknowledgment:

Client understands that:

• HR consulting is advisory in nature

• Outcomes cannot be guaranteed

• Company does not assume responsibility for:

o Hiring decisions

o Employee actions

o Compliance violations

Client accepts full responsibility for all final business decisions.

Client Initials: ______

ADD-ON 2: TENNESSEE NOTARY ACKNOWLEDGMENT FORM

Notary Service Disclosure

Client acknowledges:

• Notary verifies identity and witnesses’ signatures only

• Notary does NOT:

o Provide legal advice

o Draft legal documents

o Confirm legality of documents

Client confirms:

• Valid ID presented

• Document signed willingly

Signature: ______________________________ Date: ______