INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(State of Colorado – Comprehensive Form)

[// GUIDANCE: This template is drafted for use by Colorado counsel. Bracketed items must be tailored for each engagement. Delete all guidance comments prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Compensation & Payment Terms
5. Term; Renewal; Termination
6. Representations & Warranties
7. Covenants & Compliance Obligations
8. Insurance Requirements (CO–Specific)
9. Worker Classification & Tax Matters (CO–Specific)
10. Default; Notice & Cure
11. Remedies
12. Risk Allocation
     12.1 Indemnification
     12.2 Limitation of Liability
     12.3 Force Majeure
13. Dispute Resolution
     13.1 Governing Law
     13.2 Forum Selection
     13.3 Arbitration (Optional)
     13.4 Jury Trial Waiver
     13.5 Injunctive Relief
14. General Provisions
15. Execution Block

1. DOCUMENT HEADER

Independent Contractor Services Agreement (this “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between [Company Legal Name], a [State of Formation] [entity type] with a principal place of business at [Company Address] (“Company”), and [Contractor Legal Name], a [State of Formation] [entity type/individual] with a principal place of business/residence at [Contractor Address] (“Contractor”). Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals
A. Company desires to engage Contractor to perform certain specialized services on an independent-contractor basis.
B. Contractor represents that it possesses the requisite skills and qualifications to perform such services and desires to accept the engagement, all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Terms used in the singular include the plural and vice-versa. Other capitalized terms are defined in-line where first used.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.
“Applicable Law” means all federal, state (including without limitation the laws of the State of Colorado), and local statutes, regulations, ordinances, and common-law principles applicable to a Party or this Agreement.
“Change Order” has the meaning assigned in Section 3.4.
“Client Materials” means all information, data, software, and other materials provided by or on behalf of Company to Contractor.
“Deliverables” means all work product, reports, documentation, and other tangible or intangible materials to be delivered by Contractor to Company pursuant to this Agreement.
“Services” has the meaning assigned in Section 3.1.

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Services. Contractor shall provide the services and create the Deliverables described in Exhibit A (Statement of Work) (collectively, the “Services”) in a diligent, professional, and workmanlike manner consistent with industry standards.
3.2 Time for Performance. Contractor shall commence the Services on the Effective Date and shall complete the Services in accordance with all milestones set forth in the Statement of Work.
3.3 Standards. Contractor shall comply with all written policies of Company that have been provided to Contractor in advance and that are reasonably applicable to Contractor’s on-site performance, if any.
3.4 Changes. Company may request changes to the Services by submitting a written change order (“Change Order”). No Change Order is binding unless executed by both Parties. Any Change Order shall describe the modification in scope, schedule, and compensation, if any.

4. COMPENSATION & PAYMENT TERMS

4.1 Fees. Company shall pay Contractor the fees set forth in Exhibit B (Compensation Schedule) for full performance of the Services (“Fees”).
4.2 Expenses. Company shall reimburse Contractor only for out-of-pocket expenses expressly pre-approved in writing by Company.
4.3 Invoices; Payment. Contractor shall issue invoices no more frequently than monthly. Company shall pay undisputed amounts within [___] days after receipt. Late payments accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.
4.4 Setoff. Company may offset any undisputed amounts owed by Contractor to Company against amounts payable by Company.
4.5 Taxes. See Section 9 (Worker Classification & Tax Matters).

5. TERM; RENEWAL; TERMINATION

5.1 Term. The “Term” of this Agreement commences on the Effective Date and continues until the earlier of (a) completion of the Services, or (b) termination pursuant to this Section 5.
5.2 Convenience Termination. Either Party may terminate this Agreement for convenience upon [___] days’ prior written notice.
5.3 Cause Termination. Either Party may terminate immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure within [10] days after notice, or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
5.4 Effect of Termination. Upon any termination, Contractor shall promptly (i) cease all Services, (ii) deliver to Company all completed Deliverables and all Company Confidential Information, and (iii) submit a final invoice for Services satisfactorily performed through the termination date. Sections 2, 4.5, 6–14, and any other provisions that by their nature should survive, shall survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes a valid, binding, and enforceable obligation of such Party.
6.2 Contractor. Contractor additionally represents, warrants, and covenants that:
(a) Expertise. Contractor possesses the skill and experience necessary to perform the Services.
(b) No Conflict. Performance of the Services does not and will not breach any other agreement to which Contractor is a party.
(c) Work Product. All Deliverables will (i) conform to the specifications in the SOW, and (ii) be free from material defects in design and workmanship for [90] days after delivery.
(d) Compliance. Contractor shall comply with all Applicable Law, including Colorado independent-contractor laws (see Section 9).
6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. COVENANTS & COMPLIANCE OBLIGATIONS

7.1 Confidentiality. Each Party shall protect all Confidential Information of the other Party using at least reasonable care and shall use such information solely to exercise rights or perform obligations under this Agreement.
7.2 Non-Solicitation. During the Term and for [12] months thereafter, Contractor shall not, without Company’s prior written consent, directly or indirectly solicit or attempt to solicit for employment any employee of Company with whom Contractor had material contact in connection with the Services.
7.3 Legal Compliance. Contractor shall notify Company in writing within five (5) Business Days of any citation, notice, or investigation by any governmental authority relating to the Services.

8. INSURANCE REQUIREMENTS (CO–SPECIFIC)

8.1 Required Coverages. Contractor shall, at its own expense, maintain throughout the Term:
(a) Commercial General Liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate;
(b) Professional Liability (Errors & Omissions) insurance with minimum limits of $1,000,000 per claim, if professional services are rendered;
(c) Automobile Liability insurance (if vehicles are used) with combined single limits of $1,000,000; and
(d) Workers’ Compensation insurance covering Contractor’s employees (if any) as required by C.R.S. §§ 8-40-101, et seq., and Employers’ Liability with minimum limits of $500,000.
8.2 Evidence of Insurance. Contractor shall provide certificates of insurance naming Company as certificate holder (and as additional insured on CGL and Auto policies) prior to commencing the Services and upon policy renewal.
8.3 Subcontractors. Contractor shall require all permitted subcontractors to carry insurance meeting the requirements of this Section 8.

[// GUIDANCE: Increase coverage limits for higher-risk engagements.]

9. WORKER CLASSIFICATION & TAX MATTERS (CO–SPECIFIC)

9.1 Independent-Contractor Status.
(a) The Parties acknowledge and intend that Contractor is an “independent contractor” as defined under C.R.S. § 8-70-115(1)(b), and nothing herein shall be construed to create an employment, agency, partnership, or joint-venture relationship.
(b) Contractor affirms that it (i) is free from control and direction in the performance of the Services, both under this Agreement and in fact; and (ii) is customarily engaged in an independent trade, occupation, profession, or business related to the Services provided.
9.2 Tax Obligations. Contractor shall be solely responsible for (a) all federal, state (including Colorado income tax), and local taxes arising from the Fees paid under this Agreement; (b) all unemployment insurance contributions; and (c) filing all required tax returns. Company shall issue to Contractor an IRS Form 1099-NEC (or successor form) for all amounts paid.
9.3 No Withholding. Company shall not withhold any amounts for payroll taxes, unemployment insurance, workers’ compensation premiums, or other employment-related assessments.
9.4 Audit Cooperation. Contractor shall cooperate with any reasonable request by Company in the event of any governmental audit or inquiry regarding Contractor’s worker classification.
9.5 Certification. Upon request, Contractor shall complete and deliver to Company a Colorado Division of Labor and Employment independent-contractor affirmation form.

10. DEFAULT; NOTICE & CURE

10.1 Events of Default. Each of the following constitutes an “Event of Default”:
(a) Failure of either Party to perform any material obligation and failure to cure within the applicable cure period;
(b) Any representation or warranty of a Party proving untrue in any material respect;
(c) Repeated non-material breaches that, in the aggregate, materially impair the value of the Agreement; or
(d) Insolvency events as described in Section 5.3(b).
10.2 Notice & Cure. The non-defaulting Party shall provide written notice specifying the Event of Default. If the default is curable, the defaulting Party shall have [10] days (or such longer period as agreed in writing) to cure.

11. REMEDIES

11.1 Suspension. Company may suspend payment and/or the Services upon an Event of Default by Contractor.
11.2 Graduated Remedies. Subject to Section 12, Company may (a) seek specific performance, (b) withhold any further payments, (c) procure substitute services and charge Contractor for excess costs, and/or (d) terminate this Agreement under Section 5.3.
11.3 Cumulative. All remedies are cumulative and may be exercised concurrently or separately.

12. RISK ALLOCATION

12.1 Indemnification

(a) Contractor Indemnity. Contractor shall indemnify, defend, and hold harmless Company and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Company Indemnitees”), from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
 (i) bodily injury, death, or property damage caused by the negligent or willful acts or omissions of Contractor;
 (ii) Contractor’s breach of any representation, warranty, or covenant herein;
 (iii) infringement or misappropriation of any intellectual-property right by the Deliverables or Contractor’s performance; or
 (iv) Contractor’s failure to pay taxes or comply with Applicable Law.

(b) Indemnification Procedure. Company shall promptly notify Contractor of any claim for which indemnity is sought; failure to provide prompt notice does not relieve Contractor of its obligations except to the extent materially prejudiced. Contractor shall control the defense; Company may participate with counsel at its own expense. Contractor shall not settle any claim without Company’s prior written consent if the settlement (i) imposes any liability on a Company Indemnitee, or (ii) requires an admission of wrongdoing.

12.2 Limitation of Liability

EXCEPT FOR (a) LIABILITY ARISING FROM CONTRACTOR’S INDEMNIFICATION OBLIGATIONS, (b) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (c) INFRINGEMENT OF INTELLECTUAL-PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR (i) CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR (ii) AGGREGATE DAMAGES IN EXCESS OF THE TOTAL FEES ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS SECTION 12.2 SHALL LIMIT LIABILITY WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE COLORADO LAW.

12.3 Force Majeure

Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, governmental actions, or interruption of utilities (“Force Majeure Event”). The affected Party shall notify the other Party within five (5) days of the Force Majeure Event and shall use commercially reasonable efforts to resume performance.

13. DISPUTE RESOLUTION

13.1 Governing Law. This Agreement and all claims arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict-of-laws principles.

13.2 Forum Selection. Subject to Section 13.3, each Party irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Denver County, Colorado, and waives any objection based on forum non conveniens.

13.3 Arbitration (Optional). If the Parties initial below, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

[ ] Company  [ ] Contractor  (Initials to Opt-In to Arbitration)

13.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY COLORADO LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

13.5 Injunctive Relief. Nothing in this Agreement limits either Party’s right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction to prevent or curtail actual or threatened infringement, misappropriation, or breach of confidentiality or intellectual-property rights.

14. GENERAL PROVISIONS

14.1 Amendment; Waiver. No modification or waiver of this Agreement is binding unless in writing and signed by both Parties. No waiver of any right is deemed a waiver of any other right.
14.2 Assignment. Contractor may not assign or delegate its rights or obligations without Company’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. Any unauthorized assignment is void.
14.3 Successors & Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.
14.4 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
14.5 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire understanding of the Parties with respect to its subject matter and supersedes all prior agreements.
14.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including via electronic signature or exchange of PDF copies), each of which is deemed an original, and all of which together constitute one instrument.
14.7 Notices. All notices shall be in writing and deemed given (a) when delivered personally, (b) one Business Day after deposit with a recognized overnight courier, or (c) three Business Days after mailing by certified mail, return receipt requested, in each case to the addresses first set forth above (or as a Party may designate by notice).

15. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Services Agreement as of the Effective Date.

[// GUIDANCE: Include notarization or witness lines below if required by internal policy or unique circumstances.]

EXHIBIT A

STATEMENT OF WORK
[PLACEHOLDER – Describe Services, Deliverables, Milestones, Specifications]

EXHIBIT B

COMPENSATION SCHEDULE
1. Fee Structure: [e.g., hourly rate, fixed fee, milestone-based]
2. Payment Milestones: [dates/trigger events]
3. Expense Caps: [if any]
4. Invoicing Instructions: [email address, purchase order requirements]

[// GUIDANCE: End of Template. Review all bracketed items for deal-specific content. Confirm CO insurance and worker-classification requirements remain accurate as of execution date.]