Independent Contractor Agreement

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(State of Colorado – Comprehensive Form)

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 No Predispute Arbitration or Jury Waiver
     13.4 Equitable 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 No Restrictive Covenant. This Agreement contains no noncompetition or worker non-solicitation covenant. Any requested restriction must be separately reviewed and drafted by Colorado counsel under then-current law.
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.

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

9.1 Actual Relationship Controls. The Parties intend an independent-contractor relationship, but the label used in this Agreement does not control a government determination. The Parties shall operate consistently with this Section and update the Agreement or practices if the facts change.

9.2 Core Colorado Tests. For unemployment-insurance purposes, C.R.S. § 8-70-115(1)(b) treats an individual's services for another as employment unless it is shown that the individual is free from control and direction under the contract and in fact and is customarily engaged in an independent trade, occupation, profession, or business related to the service. C.R.S. § 8-40-202(2)(a) uses the same two-part inquiry for workers' compensation.

The Colorado unemployment rule requires consideration of the totality of the circumstances and relevant factors; no contract or single factor is conclusive. The Parties therefore agree that Contractor will:

☐ control the manner and means of performance, subject to agreed results and lawful specifications;

☐ maintain a business separate and distinct from Company;

☐ remain free to market and provide similar services to others;

☐ bear a meaningful business investment and risk of profit or loss;

☐ negotiate compensation and may accept or reject offered projects;

☐ supply ordinary tools and business insurance appropriate to the Services; and

☐ maintain records showing the actual independent nature of the relationship.

9.3 Statutory Written-Document Factors. To support the written-document route in C.R.S. §§ 8-70-115(1)(c)-(d) and 8-40-202(2)(b), the Parties state that, to the extent appropriate to this engagement, Company does not:

(a) require Contractor to work exclusively for Company, except for a voluntarily chosen finite period stated in Exhibit A;

(b) establish a quality standard beyond plans, specifications, and acceptance criteria, or oversee or instruct Contractor how to perform the actual work;

(c) pay a salary or hourly wage; compensation is a fixed or contract rate stated in Exhibit B;

(d) terminate the work during the contract period unless Contractor violates the Agreement or fails to produce a result meeting the contract specifications;

(e) provide more than minimal training;

(f) provide tools or benefits, although Company may supply materials or equipment identified in Exhibit A;

(g) dictate the time of performance, although the Parties may establish a completion schedule and mutually agreeable range of work hours;

(h) pay Contractor personally; payments are made to Contractor's trade or business name stated in Exhibit B; or

(i) combine Company's business operations with Contractor's business; each remains separate and distinct.

The Parties must revise any item that is inaccurate. Including an inapplicable or false statement does not establish independent-contractor status.

9.4 Required Unemployment Disclosure.

THE INDEPENDENT CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY THE INDEPENDENT CONTRACTOR OR SOME OTHER ENTITY. THE INDEPENDENT CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS PAID PURSUANT TO THE CONTRACT RELATIONSHIP.

9.5 Required Workers' Compensation Disclosure.

THE INDEPENDENT CONTRACTOR IS NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS. THE INDEPENDENT CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE CONTRACT RELATIONSHIP.

9.6 Coverage Review. The Parties will separately determine whether unemployment or workers' compensation coverage is required or elected for Contractor or Contractor's personnel. Contractor will provide a certificate of coverage or a written coverage analysis reviewed by Colorado counsel or an insurance professional. No contractual allocation overrides coverage imposed by law.

9.7 Taxes and Information Reporting. Contractor is responsible for taxes and filings imposed on Contractor's business and personnel. Company may report payments and withhold amounts when required by then-current law. The Parties will use current IRS instructions when determining whether and how to file Form 1099-NEC. This allocation does not determine worker status or eliminate liability imposed by law.

9.8 Audit Cooperation. Each Party shall maintain accurate records and reasonably cooperate with a government audit or inquiry regarding classification, tax reporting, unemployment insurance, or workers' compensation.

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 future Services upon an Event of Default by Contractor. Company may not withhold an undisputed amount already earned and due solely as leverage for an unrelated dispute.
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. Each Party submits to the jurisdiction of a state or federal court with subject-matter jurisdiction located in [COUNTY], Colorado, subject to any nonwaivable venue right or objection.

13.3 No Predispute Arbitration or Jury Waiver. This Agreement contains no arbitration clause and no predispute jury-trial waiver. The Parties may agree to mediation, arbitration, or a lawful waiver after a dispute arises in a separate signed writing identifying the dispute and procedure.

13.4 Equitable Relief. Either Party may request temporary or permanent equitable relief when available under applicable law. This provision does not eliminate any required showing, bond, defense, or remedy limitation.

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.

EXHIBIT A

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

EXHIBIT B

COMPENSATION SCHEDULE

1. Fee Structure: [fixed fee, contract rate, milestone-based, per-unit, or other counsel-approved structure]
2. Payment Milestones: [dates/trigger events]
3. Expense Caps: [if any]

4. Invoicing Instructions: [email address, purchase order requirements]

5. Payee trade or business name: [________________________________]

SOURCES AND REFERENCES

• Colorado General Assembly, 2025 Colorado Revised Statutes Title 8 download page: https://content.leg.colorado.gov/agencies/office-legislative-legal-services/2025-crs-titles-download
• Colorado Office of Legislative Legal Services, 2025 C.R.S. Title 8: https://olls.info/crs/crs2025-title-08.htm
• Colorado General Assembly, 2026 Red Book amendment table: https://content.leg.colorado.gov/agencies/office-legislative-legal-services/red-book-2026
• Colorado Secretary of State, 7 CCR 1101-2, Rule 17.1: https://www.sos.state.co.us/CCR/GenerateRulePdf.do?ruleVersionId=11805
• Colorado Department of Labor and Employment, Independent Contractors and Coverage Exemptions: https://cdle.colorado.gov/dwc/employers/independent-contractors-and-coverage-exemptions
• IRS, Instructions for Forms 1099-MISC and 1099-NEC: https://www.irs.gov/instructions/i1099mec

Colorado-specific independent-contractor agreement. Legal and tax review required before use.