Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Colorado

THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made and entered into as of the [____] day of [________________], 20[____] (the "Effective Date"), by and between:

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Federal Tax ID/EIN: [________________________________]

(hereinafter referred to as "Client")

AND

CONSULTANT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization (if applicable): [________________________________]
Federal Tax ID/EIN or SSN: [________________________________]
Colorado Sales Tax License No. (if applicable): [________________________________]

(hereinafter referred to as "Consultant")

Client and Consultant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Consultant to provide certain consulting and professional services as more particularly described herein and in the Statement of Work attached hereto as Exhibit A; and

WHEREAS, Consultant represents that it possesses the necessary qualifications, skills, experience, expertise, and professional licenses (if required) to perform such consulting services in compliance with all applicable laws and professional standards; and

WHEREAS, Consultant desires to provide such consulting services to Client upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish an independent contractor relationship and not an employment, partnership, joint venture, or agency relationship;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of Colorado are authorized or required to close.

1.3 "Change Order" means a written document signed by authorized representatives of both Parties that modifies the scope, schedule, fees, or other terms of a Statement of Work.

1.4 "Confidential Information" means any and all non-public information, in any form or medium, disclosed by either Party to the other Party, whether orally, in writing, electronically, or by inspection, that relates to the disclosing Party's business, products, services, research, development, trade secrets, know-how, personnel, customers, suppliers, vendors, finances, pricing, business strategies, marketing plans, technical data, inventions, processes, or other proprietary matters. Confidential Information includes, without limitation, information that qualifies as a "trade secret" under the Colorado Uniform Trade Secrets Act (CUTSA), C.R.S. § 7-74-101 et seq.

1.5 "Deliverables" means any and all work product, reports, analyses, recommendations, assessments, documents, data, software, code, designs, specifications, presentations, inventions, discoveries, improvements, or other materials created, developed, prepared, or produced by Consultant in connection with the performance of the Services, as specified in the applicable Statement of Work.

1.6 "Effective Date" means the date first written above.

1.7 "Intellectual Property" or "Intellectual Property Rights" means all patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations, service marks, trade names, trade dress, trade secrets, know-how, inventions, discoveries, improvements, ideas, designs, processes, techniques, methodologies, formulae, algorithms, software, databases, and other intellectual property rights, whether registered or unregistered, and all applications for and rights to apply for any of the foregoing, anywhere in the world.

1.8 "Pre-Existing Materials" means any materials, methodologies, tools, templates, frameworks, software, libraries, know-how, techniques, or other intellectual property owned by Consultant prior to the Effective Date or developed by Consultant outside the scope of this Agreement and independently of the Services.

1.9 "Services" means the consulting and professional services to be provided by Consultant as described in Article 2 hereof and in the Statement of Work attached hereto as Exhibit A, including any subsequent Statements of Work executed by the Parties.

1.10 "Statement of Work" or "SOW" means the document attached hereto as Exhibit A, and any subsequent statements of work executed by the Parties pursuant to this Agreement, which describe the specific Services, Deliverables, timelines, milestones, acceptance criteria, and fees applicable to each engagement.

1.11 "Work Product" means all Deliverables, inventions, discoveries, improvements, ideas, concepts, techniques, methods, processes, designs, works of authorship, documentation, and other work product conceived, created, developed, prepared, or reduced to practice by Consultant, solely or jointly with others, in connection with or arising out of the performance of the Services.

1.12 "Worker" means, for purposes of C.R.S. § 8-2-113, any natural person who performs services for another, whether classified as an employee or independent contractor, and includes Consultant if Consultant is a natural person.

ARTICLE 2: SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. The Parties may execute additional Statements of Work from time to time, each of which shall be subject to the terms and conditions of this Agreement.

2.2 Standard of Performance. Consultant shall perform the Services:

(a) In a professional, diligent, workmanlike, and timely manner;

(b) Consistent with the highest standards and practices in Consultant's industry or profession;

(d) Using personnel with the appropriate skills, training, qualifications, and experience;

(e) In compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and professional standards, including the laws of the State of Colorado; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide the Deliverables specified in each Statement of Work in accordance with the delivery schedule, format requirements, and acceptance criteria set forth therein. Unless otherwise specified, all Deliverables shall be provided in electronic format compatible with Client's systems.

2.4 Additional Services. Any services not specifically described in an executed Statement of Work that Client requests and Consultant agrees to perform shall be documented in either a written amendment to the existing Statement of Work or a new Statement of Work. No additional services shall be performed, and no fees shall be due therefor, unless documented in writing and signed by authorized representatives of both Parties.

2.5 Consultant Personnel.

(a) Consultant shall assign qualified personnel to perform the Services. Key personnel, if designated in the Statement of Work, shall not be removed or replaced without Client's prior written consent.

(b) Client may request replacement of any Consultant personnel who, in Client's reasonable judgment, do not perform satisfactorily.

(c) Consultant may, with prior written consent of Client (which shall not be unreasonably withheld), engage subcontractors to perform portions of the Services, provided that Consultant remains fully responsible for the performance of such subcontractors and ensures they are bound by obligations at least as restrictive as those in this Agreement.

2.6 Client Cooperation and Responsibilities. Client shall:

(a) Provide Consultant with reasonable and timely access to Client's personnel, facilities, systems, information, data, and resources as reasonably necessary for Consultant to perform the Services;

(b) Designate a representative to serve as the primary point of contact;

(d) Ensure that all information and materials provided to Consultant are accurate and complete;

(e) Perform Client responsibilities identified in the Statement of Work in a timely manner.

2.7 Change Orders. Either Party may request changes to the scope, schedule, or other aspects of the Services by submitting a written change order request. No change shall be effective unless documented in a written Change Order signed by authorized representatives of both Parties.

2.8 Project Management. Unless otherwise specified in the Statement of Work, Consultant shall provide regular status reports, promptly notify Client of any issues or delays, and participate in project meetings as reasonably requested by Client.

ARTICLE 3: TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [________________] (the "Initial Term"), unless earlier terminated in accordance with this Article 3.

☐ No Automatic Renewal: This Agreement shall expire at the end of the Initial Term unless the Parties execute a written extension.

☐ Automatic Renewal: Following the Initial Term, this Agreement shall automatically renew for successive [________________] periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term.

3.2 Statement of Work Term. Each Statement of Work shall have its own term as specified therein. Expiration or termination of a Statement of Work shall not affect the validity of this Agreement or any other Statement of Work.

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement or any Statement of Work for any reason or no reason upon [____] days' prior written notice to the other Party.

(b) Upon termination for convenience by Client, Client shall pay Consultant for all Services satisfactorily performed through the effective date of termination, all non-cancelable expenses properly incurred, and pro-rata portion of any prepaid fixed fees for work completed.

3.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party commits a material breach and fails to cure within [____] days after receipt of written notice;

(b) The other Party commits a material breach that by its nature cannot be cured;

(c) The other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or ceases to conduct business in the normal course;

(d) The other Party engages in fraud, gross negligence, or willful misconduct.

3.5 Termination for Non-Payment. Consultant may terminate this Agreement upon [____] days' written notice if Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice thereof.

3.6 Effect of Termination. Upon termination or expiration of this Agreement:

(a) Consultant shall immediately cease performing the Services unless otherwise directed;

(b) Consultant shall deliver to Client within [____] days all completed and partially completed Deliverables, Work Product, Client materials, and Confidential Information;

(d) Each Party shall return or destroy all Confidential Information of the other Party;

(e) The provisions of Articles 1, 5, 6, 7, 8, 9, 10, and 14 shall survive termination.

3.7 Transition Assistance. Upon request by Client and at Client's expense, Consultant shall provide reasonable transition assistance for up to [____] days following termination.

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable Statement of Work (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________] for the complete scope of Services, payable as follows: [________________________________].

☐ Hourly Rate:

Senior Consultant/Principal: $[________] per hour
Consultant: $[________] per hour
Associate/Analyst: $[________] per hour
Administrative/Support: $[________] per hour
Not-to-Exceed Amount (if applicable): $[________________]

☐ Daily Rate: $[________] per day (minimum [____] hours per day).

☐ Monthly Retainer: $[________] per month for up to [____] hours of Services. Additional hours billed at $[________] per hour. Unused retainer hours ☐ shall ☐ shall not roll over.

☐ Milestone-Based: Payment upon completion and acceptance of milestones per the Statement of Work.

☐ Value-Based/Success Fee: [________________________________].

4.2 Rate Adjustments. Fee rates shall remain fixed for the Initial Term. For Renewal Terms, Consultant may increase rates by up to [____]% upon [____] days' written notice prior to the Renewal Term.

4.3 Expenses and Reimbursement.

(a) Client shall reimburse Consultant for all reasonable and pre-approved out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses may include travel, lodging, meals, parking, materials, and third-party fees.

(b) Expense Approval Thresholds:

Expenses up to $[________] individually: No pre-approval required
Expenses exceeding $[________] individually: Prior written approval required
Monthly expense cap: $[________]

4.4 Invoicing.

(a) Consultant shall submit invoices to Client:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon completion of each milestone
☐ Upon completion of the Services
☐ Other: [________________________________]

(b) Each invoice shall include invoice number and date, SOW reference, billing period, detailed description of Services, hours worked (if hourly), itemized expenses with receipts, total amount due, and payment instructions.

(c) Invoices shall be submitted to:
Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

4.5 Payment Terms.

(a) Client shall pay all undisputed amounts within [____] days of receipt of a proper invoice.

(b) Payments shall be made by:
☐ Check payable to [________________________________]
☐ ACH/Electronic Transfer to:
Bank Name: [________________________________]
Routing Number: [________________________________]
Account Number: [________________________________]
☐ Wire Transfer to: [________________________________]
☐ Credit Card (subject to [____]% processing fee)
☐ Other: [________________________________]

4.6 Late Payment Interest. Pursuant to C.R.S. § 5-12-101, any amounts not paid when due shall bear interest at the rate of:

☐ Eight percent (8%) per annum (Colorado statutory rate under C.R.S. § 5-12-101); or

☐ [____]% per annum (as agreed by the Parties, not to exceed the maximum rate permitted by Colorado law); or

☐ One and one-half percent (1.5%) per month (18% per annum), as agreed by the Parties;

from the due date until paid in full.

Colorado Law Note: C.R.S. § 5-12-101 sets the statutory interest rate at 8% per annum where no rate is contractually specified. The Parties may agree to a higher rate for commercial contracts, but the rate must not be unconscionable. Colorado's Consumer Code (C.R.S. Title 5, Article 2) applies consumer protections for consumer transactions but generally does not restrict commercial B2B agreements.

4.7 Disputed Invoices. If Client disputes any portion of an invoice in good faith, Client shall notify Consultant in writing within [____] days, specify the nature of the dispute, and pay all undisputed amounts. The Parties shall resolve disputes within thirty (30) days.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes arising from compensation paid under this Agreement, including income taxes, self-employment taxes, and Colorado state income taxes.

(b) Client shall not withhold any taxes from payments to Consultant.

(d) Client shall issue IRS Form 1099 as required by law.

(e) All fees are exclusive of sales, use, or other transaction taxes unless otherwise specified.

4.9 Records and Audit. Consultant shall maintain accurate records for [____] years following termination. Client may audit Consultant's records upon reasonable notice. If an audit reveals an overcharge of more than [____]%, Consultant shall reimburse the overcharged amount plus reasonable audit costs.

ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party"), not disclose it to third parties, not use it except for purposes of this Agreement, and take all reasonable precautions to prevent unauthorized disclosure.

5.2 Protective Measures. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Access shall be limited to personnel with a legitimate need to know who are bound by written confidentiality obligations.

5.3 Exclusions. The confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without fault of the Receiving Party; (b) was already in the Receiving Party's possession without confidentiality obligation; (c) is rightfully obtained from a third party without restriction; (d) is independently developed without reference to the Confidential Information; or (e) is approved for release by the Disclosing Party.

5.4 Required Disclosure. If compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party shall provide prompt notice to the Disclosing Party, cooperate in seeking protective treatment, disclose only the minimum required, and use reasonable efforts to ensure confidential treatment.

5.5 Trade Secrets Under Colorado Law (CUTSA) (C.R.S. § 7-74-101 et seq.). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under the Colorado Uniform Trade Secrets Act. With respect to such trade secrets:

(a) Under CUTSA, a "trade secret" means the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to any business or profession which is secret and of value (C.R.S. § 7-74-102(4));

(b) The owner must have taken measures to prevent the secret from becoming available to persons other than those selected by the owner to have access for limited purposes;

(d) Remedies under CUTSA include injunctive relief (C.R.S. § 7-74-103), compensatory damages including unjust enrichment (C.R.S. § 7-74-104(1)), and exemplary damages up to twice the amount of compensatory damages for willful and malicious misappropriation (C.R.S. § 7-74-104(2));

(e) The statute of limitations for CUTSA claims is three (3) years (C.R.S. § 7-74-105);

(f) CUTSA displaces conflicting tort, restitutionary, and other laws providing civil remedies for misappropriation of a trade secret (C.R.S. § 7-74-108).

5.6 Return or Destruction of Confidential Information. Upon termination or upon the Disclosing Party's request, the Receiving Party shall return or destroy all Confidential Information and certify compliance in writing.

5.7 Injunctive Relief. The Parties acknowledge that a breach of this Article may cause irreparable harm. The non-breaching Party shall be entitled to seek injunctive relief without the necessity of proving actual damages.

5.8 Duration of Confidentiality Obligations. Except for trade secrets (protected for as long as they remain trade secrets), the confidentiality obligations shall survive for [____] years after termination.

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership of Work Product. All Work Product created by Consultant in the performance of the Services shall be the sole and exclusive property of Client. Consultant hereby irrevocably assigns to Client all right, title, and interest in and to all Work Product worldwide, including all Intellectual Property Rights therein.

6.2 Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" under 17 U.S.C. § 101 et seq., such Work Product shall be deemed a work made for hire with Client as the author and owner. To the extent any Work Product does not qualify, Consultant hereby irrevocably assigns to Client all copyrights therein.

6.3 Assignment of Inventions. Consultant hereby assigns to Client all inventions, discoveries, improvements, and innovations conceived or developed in connection with the Services or using Client's Confidential Information.

6.4 Further Assurances. Consultant agrees to execute any documents and take any actions reasonably requested by Client to perfect Client's ownership, and grants Client an irrevocable power of attorney for such purposes if Consultant fails to act within ten (10) days.

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains all right, title, and interest in Pre-Existing Materials.

(b) To the extent Pre-Existing Materials are incorporated into the Deliverables, Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, modify, and distribute such Pre-Existing Materials solely as part of the Deliverables.

6.6 Third-Party Materials. Consultant shall not incorporate third-party materials into the Deliverables without Client's prior written consent.

6.7 Moral Rights. Consultant waives any "moral rights" in the Work Product to the extent permitted by law.

6.8 Client Materials. Client retains all rights in materials provided to Consultant. Consultant shall use Client Materials only for the Services.

6.9 Residual Knowledge. Consultant may use general skills, knowledge, experience, ideas, and techniques retained in unaided memory, provided this does not constitute use of Confidential Information, trade secrets, or Intellectual Property Rights.

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship.

7.2 Control and Discretion. Consultant shall have sole control over the manner, means, and methods of performing the Services, including time, place, sequence of tasks, tools and equipment, and personnel. Client shall only specify desired results and outcomes.

7.3 Colorado Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Colorado law. Colorado uses multiple classification tests depending on the context:

(a) Unemployment Insurance Test (C.R.S. § 8-70-115): For unemployment insurance purposes, Colorado applies the ABC test. A worker is presumed to be an employee unless the putative employer proves all three prongs:

A -- Freedom from Control: The individual is free from control and direction in the performance of the service, both under the contract and in fact;
B -- Outside Usual Course of Business or Location: The service is performed outside the usual course of business of the employer, or the service is performed outside all places of business of the employer;
C -- Independent Business: The individual is customarily engaged in an independent trade, occupation, profession, or business related to the service performed.

(b) Workers' Compensation Test (C.R.S. § 8-72-114): For workers' compensation purposes, Colorado considers multiple factors including the degree of control exercised by the putative employer, the method of payment, the right to terminate, whether the worker furnishes tools and equipment, and the nature of the work.

(c) Wage and Hour / General Employment (C.R.S. § 8-4-101 et seq.): Colorado also considers economic reality factors: the degree of control, the worker's opportunity for profit or loss, the worker's investment in business, the permanence of the relationship, the skill required, and whether the work is integral to the employer's business.

(d) Factors Supporting Independent Contractor Classification:

Consultant is free from Client's control and direction;
The Services are performed outside the usual course of Client's business, or outside Client's places of business;
Consultant is customarily engaged in an independently established trade, occupation, or business;
Consultant provides services to multiple clients;
Consultant furnishes its own tools, equipment, and materials;
Consultant has invested in its own business;
Consultant can realize a profit or loss from the engagement;
Consultant controls its own work schedule;
The relationship is not permanent.

(e) Relevant State Agencies:

Colorado Department of Labor and Employment (CDLE): 633 17th Street, Suite 201, Denver, CO 80202; (303) 318-8000
Colorado Division of Workers' Compensation: (303) 318-8700
Colorado Department of Revenue: (303) 238-7378

7.4 No Employee Benefits. Consultant shall not be entitled to any employee benefits from Client, including health insurance, retirement benefits, paid leave, workers' compensation, unemployment insurance, or any other fringe benefits.

7.5 Taxes and Withholding.

(a) Client shall not withhold any taxes from payments to Consultant.

(b) Consultant shall be solely responsible for all taxes, including federal and Colorado state income taxes and self-employment taxes.

(d) Consultant shall indemnify Client from any liability for taxes, penalties, or interest arising from Consultant's failure to pay taxes or from a determination that Consultant is an employee of Client.

7.6 No Authority to Bind. Consultant shall have no authority to bind Client without prior written consent.

7.7 Consultant's Business Expenses. Consultant is responsible for all business expenses except those agreed in writing for reimbursement.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it is duly organized and in good standing; (b) it has full authority to enter into this Agreement; (c) execution has been duly authorized; (d) this Agreement is a valid and binding obligation; (e) performance will not violate any law or other agreement; and (f) there is no pending or threatened litigation affecting its obligations.

8.2 Consultant's Representations and Warranties. Consultant represents and warrants that: (a) it possesses the necessary qualifications and licenses; (b) the Services will be performed in a professional manner in compliance with Colorado law; (c) the Work Product will be original and non-infringing; (d) there are no conflicts with other obligations; (e) it holds all required Colorado licenses and registrations; and (f) all personnel are legally authorized to work in the United States.

8.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

8.4 Warranty Remedies. If Services or Deliverables fail to conform, Consultant shall re-perform, repair, or refund at Client's election. Client must notify Consultant within [____] days of discovering the non-conformity.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and Affiliates from claims arising out of: (a) Consultant's breach of this Agreement; (b) Consultant's negligence or willful misconduct; (c) infringement claims related to Work Product; (d) misclassification claims; (e) personal injury or property damage caused by Consultant; and (f) violation of any applicable law.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, agents, and Affiliates from claims arising out of: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; (c) Client's use of Deliverables in a manner not contemplated by this Agreement; and (d) claims arising from Client Materials.

9.3 Indemnification Procedures. The indemnified Party shall provide prompt notice, grant sole defense control to the indemnifying Party, and provide reasonable cooperation.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLES 5, 6, 9, AND CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

10.2 Cap on Liability. EXCEPT FOR BREACHES OF ARTICLES 5, 6, 9, AND CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED:

☐ The total fees paid or payable during the [____]-month period preceding the claim; or

☐ $[________________]; or

☐ [____] times the fees paid or payable under the applicable SOW.

10.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

ARTICLE 11: INSURANCE

11.1 Required Insurance. Consultant shall maintain throughout the term and for [____] years thereafter:

(a) Commercial General Liability Insurance: Minimum $[________________] per occurrence and $[________________] aggregate;

(b) Professional Liability (Errors and Omissions) Insurance: Minimum $[________________] per claim and $[________________] aggregate;

(c) Workers' Compensation Insurance: As required by C.R.S. § 8-40-301 et seq. for all Consultant employees. If Consultant has no employees, Consultant shall provide a written statement to that effect;

(d) Commercial Automobile Liability Insurance: Minimum $[________________] per accident (if applicable);

(e) Cyber Liability/Data Breach Insurance: Minimum $[________________] per occurrence (if applicable).

11.2 Insurance Requirements. Policies shall be issued by companies licensed in Colorado with an A.M. Best rating of A- VII or better. Client shall be named as additional insured on CGL policies. Policies shall provide thirty (30) days' advance written notice of cancellation.

11.3 Certificates of Insurance. Consultant shall provide certificates upon execution and upon each renewal.

ARTICLE 12: DATA PROTECTION AND PRIVACY

12.1 Data Protection Obligations. If Consultant accesses, processes, or stores personal information, Consultant shall comply with all applicable laws including C.R.S. § 6-1-716 (data breach notification) and the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq., effective July 1, 2023).

12.2 Colorado Data Breach Notification (C.R.S. § 6-1-716).

(a) Consultant shall notify Client of any actual or suspected data breach within [____] hours of discovery;

(b) Under C.R.S. § 6-1-716, a covered entity that maintains, owns, or licenses computerized data that includes personal information of Colorado residents must give notice of a breach to affected individuals in the most expedient time possible, but no later than thirty (30) days after the date of determination that a security breach occurred;

(d) If the breach affects 1,000 or more persons, the entity must also notify the three largest nationwide consumer reporting agencies;

(e) "Personal information" under Colorado law includes first name or first initial and last name combined with Social Security number, driver's license number, student/military/passport ID, financial account number with access code, medical information, health insurance ID, or biometric data;

(f) Penalties: The Attorney General may bring an action under the Colorado Consumer Protection Act (C.R.S. § 6-1-101 et seq.) with potential penalties of up to $20,000 per violation.

12.3 Colorado Privacy Act (CPA) (C.R.S. § 6-1-1301 et seq.).

(a) If Consultant is a "controller" or "processor" as defined by the CPA, Consultant shall comply with all applicable CPA requirements;

(b) The CPA applies to entities that conduct business in Colorado or produce products or services targeted to Colorado residents and that either: (i) control or process personal data of 100,000 or more Colorado residents per year, or (ii) control or process personal data of 25,000 or more consumers and derive revenue from the sale of personal data;

(c) If Consultant is a "processor" under the CPA, the Parties shall enter into a separate data processing agreement that complies with C.R.S. § 6-1-1305;

(d) The CPA requires reasonable data security practices, data minimization, purpose limitation, and transparency;

(e) Colorado residents have rights to access, correct, delete, and port their personal data, and to opt out of the sale of personal data and targeted advertising;

(f) Enforcement is by the Colorado Attorney General and district attorneys, with fines of up to $20,000 per violation;

(g) Important: The right to cure was available through January 1, 2025. After that date, the Attorney General has discretion to bring enforcement actions without providing a cure period.

12.4 Data Security Standards. Consultant shall maintain reasonable administrative, technical, and physical safeguards, including encryption, access controls, security assessments, employee training, and incident response plans.

12.5 Return or Destruction of Data. Upon termination or Client's request, Consultant shall securely return or destroy all personal information and certify compliance.

ARTICLE 13: NON-COMPETITION AND NON-SOLICITATION

CRITICAL COLORADO LAW NOTICE: Colorado law (C.R.S. § 8-2-113, as substantially amended effective August 10, 2022) significantly restricts non-compete agreements. Parties must carefully review this section with Colorado counsel to ensure compliance.

13.1 Colorado Non-Compete Restrictions (C.R.S. § 8-2-113).

(a) Under C.R.S. § 8-2-113, any covenant not to compete that restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer is void, EXCEPT in the following limited circumstances:

(i) For the purchase and sale of a business or the assets of a business;
(ii) For the protection of trade secrets;
(iii) For recovery of expense of educating and training a worker, where the training is distinct from normal on-the-job training;
(iv) For executive and management personnel and officers and employees who constitute professional staff to executive and management personnel (but ONLY if the worker's annualized cash compensation at the time of termination equals or exceeds the threshold for "highly compensated workers");

(b) Highly Compensated Worker Threshold: As of 2024, C.R.S. § 8-2-113 defines a "highly compensated worker" as one earning at or above the threshold amount adjusted annually by the Colorado Division of Labor Standards and Statistics (the 2024 threshold was approximately $123,750, annualized; verify current year threshold with the CDLE);

(c) Application to Consultants/Workers: The amended C.R.S. § 8-2-113 applies to "workers," which includes independent contractors and consultants, not just employees;

(d) Notice Requirements: For any restrictive covenant to be enforceable, the employer or engaging party must:

Provide the worker with a separate written notice of the covenant that is signed by the worker;
The covenant must be in a document that is separate from, or clearly identified in, the agreement;
Notice must be provided before the worker accepts an offer of employment or engagement, or at least 14 days before the earlier of the effective date of the covenant or the worker's first day of employment/engagement;

(e) Penalties for Non-Compliance: An employer or engaging party that violates C.R.S. § 8-2-113 commits a Class 2 misdemeanor. Additionally, a worker may bring a civil action for actual damages, injunctive relief, and reasonable costs and attorneys' fees.

13.2 Permitted Non-Compete Provisions. Only if the applicable exception under Section 13.1(a) applies AND the notice requirements have been met:

☐ This Agreement ☐ does ☐ does not contain a non-compete provision.

If applicable, during the term of this Agreement and for a period of [____] months (not to exceed 12 months) after termination, Consultant shall not:

[________________________________]

13.3 Non-Solicitation of Clients. During the term and for [____] months after termination, Consultant shall not solicit, divert, or attempt to solicit or divert any client or customer of Client with whom Consultant had contact or about whom Consultant received Confidential Information.

Colorado Law Note: Non-solicitation provisions may also be subject to C.R.S. § 8-2-113 restrictions. Non-solicitation provisions are generally more likely to be enforceable than non-competes, but they must still comply with the statute's notice requirements and compensation thresholds.

13.4 Non-Solicitation of Personnel. During the term and for [____] months after termination, neither Party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other Party who was involved in the Services, without prior written consent.

13.5 Confidentiality-Based Restrictions. Notwithstanding the restrictions on non-competes, the Parties may include reasonable confidentiality provisions that restrict the use and disclosure of trade secrets and confidential information without being subject to the non-compete limitations of C.R.S. § 8-2-113, provided such provisions do not effectively function as a non-compete.

WARNING: C.R.S. § 8-2-113(4) provides that a covenant not to compete that is non-compliant with the statute may render the entire agreement void, including confidentiality provisions. Ensure strict compliance with Colorado counsel.

13.6 Reformation. If any court determines that any provision of this Article 13 is unenforceable under Colorado law, the Parties request that the court reform such provision to the minimum extent necessary to make it enforceable, to the extent permitted under C.R.S. § 8-2-113.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

14.2 Informal Resolution. The Parties shall first attempt to resolve disputes through good faith negotiation. Either Party may initiate the process by written notice, and the Parties shall meet within [____] Business Days and negotiate for at least [____] days.

14.3 Mediation. If unresolved, either Party may initiate mediation:

(a) In [________________], Colorado;

(b) Before a mutually agreed mediator, or one selected by the Judicial Arbiter Group (JAG) or AAA;

(d) Costs shared equally between the Parties.

14.4 Arbitration / Litigation.

☐ Arbitration: Binding arbitration under the Colorado Uniform Arbitration Act (C.R.S. § 13-22-201 et seq.) or AAA Commercial Arbitration Rules, in [________________], Colorado, before a single arbitrator. The arbitrator's decision shall be final and binding.

☐ Litigation: Either Party may bring suit in state or federal courts in the City and County of Denver, Colorado. Each Party consents to exclusive jurisdiction and venue of such courts.

14.5 Injunctive and Equitable Relief. Either Party may seek injunctive relief from any court of competent jurisdiction at any time without first complying with the negotiation or mediation procedures.

14.6 Prevailing Party Attorneys' Fees. The prevailing Party in any action arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

14.7 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY COLORADO LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with all Exhibits, Statements of Work, and Change Orders, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations.

15.2 Amendments. This Agreement may not be amended except by a written instrument signed by both Parties.

15.3 Waiver. No waiver shall be effective unless in writing. No failure or delay in exercising any right shall constitute a waiver.

15.4 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

15.5 Assignment. Neither Party may assign without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets upon written notice.

15.6 Notices. All notices shall be in writing and deemed given when delivered personally, sent by certified mail, overnight courier, or email with confirmation of receipt, to the addresses set forth above.

15.7 Force Majeure. Neither Party shall be liable for failure or delay caused by circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, strikes, or government action.

15.8 Counterparts. This Agreement may be executed in counterparts, each deemed an original.

15.9 Electronic Signatures. Pursuant to the Colorado Uniform Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.), electronic signatures shall have the same legal effect as original handwritten signatures.

15.10 Headings. Headings are for convenience only and shall not affect interpretation.

15.11 Construction. This Agreement shall be construed without regard to any presumption against the drafter.

15.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns.

ARTICLE 16: COLORADO-SPECIFIC PROVISIONS

16.1 Colorado Independent Contractor Classification Summary.

Test	Context	Key Prongs	Citation
ABC Test	Unemployment Insurance	Freedom from control; Outside usual business; Independent trade	C.R.S. § 8-70-115
Multi-Factor	Workers' Compensation	Degree of control; Method of payment; Right to terminate; Tools/equipment	C.R.S. § 8-72-114
Economic Reality	Wage & Hour	Control; Profit/loss opportunity; Investment; Permanence; Skill; Integral part	C.R.S. § 8-4-101 et seq.

16.2 Colorado Non-Compete Law Summary (C.R.S. § 8-2-113).

Category	Rule
Default	Non-compete agreements are VOID unless an exception applies
Exceptions	Sale of business; Trade secret protection; Training recovery; Highly compensated workers
Compensation Threshold	Approximately $123,750+ annualized (adjusted annually; verify current threshold)
Application	Applies to "workers" including independent contractors
Notice	Must provide separate written notice before engagement or 14 days before effective date
Penalty for Violation	Class 2 misdemeanor; civil action for damages, injunction, and attorneys' fees
Effective Date	August 10, 2022 (applies to covenants entered on or after this date)

16.3 CUTSA Summary (C.R.S. § 7-74-101 et seq.).

(a) Protects scientific/technical information, designs, processes, procedures, formulas, confidential business information, and customer/contact lists;

(b) Requires the owner to take reasonable measures to maintain secrecy;

(c) Provides injunctive relief, compensatory damages (actual loss + unjust enrichment), and exemplary damages up to 2x for willful and malicious misappropriation;

(d) Three-year statute of limitations from discovery;

(e) Federal Defend Trade Secrets Act (18 U.S.C. § 1836) provides an additional federal cause of action.

16.4 Colorado Data Breach Notification Summary (C.R.S. § 6-1-716).

Requirement	Detail
Notification Deadline	30 days from determination of breach
AG Notification	Required if 500+ Colorado residents affected
CRA Notification	Required if 1,000+ persons affected
Personal Information	Name + SSN, DL#, student/military/passport ID, financial account, medical info, health insurance ID, or biometric data
Enforcement	AG under Colorado Consumer Protection Act; up to $20,000 per violation
Safe Harbor	Encryption exemption for properly encrypted data

16.5 Colorado Privacy Act (CPA) Summary (C.R.S. § 6-1-1301 et seq.).

Requirement	Detail
Effective	July 1, 2023
Applicability	Entities controlling/processing data of 100,000+ CO residents or 25,000+ with data sale revenue
Consumer Rights	Access, correction, deletion, portability, opt-out of sale/targeted advertising
Enforcement	AG and district attorneys; up to $20,000 per violation
Cure Period	Available through January 1, 2025; AG discretion after that date
Data Processing Agreement	Required between controllers and processors (C.R.S. § 6-1-1305)

16.6 Colorado Workers' Compensation (C.R.S. § 8-40-301 et seq.).

(a) Colorado requires all employers to maintain workers' compensation insurance. Independent contractors are generally exempt.

(b) If Consultant employs workers, Consultant must carry workers' compensation insurance.

(d) Contact: Colorado Division of Workers' Compensation, 633 17th Street, Suite 400, Denver, CO 80202; (303) 318-8700.

16.7 Colorado Electronic Transactions Act (C.R.S. § 24-71.3-101 et seq.). Electronic signatures and records are legally effective under Colorado law.

16.8 Colorado Wage Protection. If Consultant is an individual and the engagement is later reclassified as employment, the Colorado Wage Claim Act (C.R.S. § 8-4-101 et seq.) and Colorado Overtime and Minimum Pay Standards Order (COMPS Order) may apply, imposing additional obligations on Client.

EXECUTION

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

CLIENT:

Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A: STATEMENT OF WORK (SOW)

SOW Number: [________]
SOW Effective Date: [__/__/____]
Reference Agreement: Consulting Services Agreement dated [__/__/____]

A.1 Project Description

[________________________________]
[________________________________]

A.2 Scope of Services

[________________________________]
[________________________________]
[________________________________]
[________________________________]
[________________________________]

A.3 Deliverables

#	Deliverable	Description	Due Date	Acceptance Criteria
1	[____________]	[________________________________]	[__/__/____]	[________________________________]
2	[____________]	[________________________________]	[__/__/____]	[________________________________]
3	[____________]	[________________________________]	[__/__/____]	[________________________________]
4	[____________]	[________________________________]	[__/__/____]	[________________________________]

A.4 Timeline and Milestones

Milestone	Description	Target Date
Project Kickoff	[________________________________]	[__/__/____]
Phase 1 Completion	[________________________________]	[__/__/____]
Phase 2 Completion	[________________________________]	[__/__/____]
Final Delivery	[________________________________]	[__/__/____]

A.5 Compensation

☐ Fixed Fee: $[________________]
☐ Hourly Rate: $[________] per hour (estimated [____] hours; NTE $[________________])
☐ Monthly Retainer: $[________] per month
☐ Milestone-Based: Per milestone payment schedule

Payment Schedule:
| Payment # | Amount | Trigger/Due Date |
|-----------|--------|------------------|
| 1 | $[________] | [________________________________] |
| 2 | $[________] | [________________________________] |
| 3 | $[________] | [________________________________] |

A.6 Key Personnel

Role	Name	Hourly Rate (if applicable)
Lead Consultant	[________________________________]	$[________]
Supporting Consultant	[________________________________]	$[________]

A.7 Client Responsibilities

[________________________________]
[________________________________]
[________________________________]

A.8 Assumptions and Constraints

[________________________________]
[________________________________]

A.9 Acceptance Procedures

Client shall review each Deliverable within [____] Business Days of receipt. Client shall accept or provide written rejection with specific reasons. Consultant shall correct rejected Deliverables within [____] Business Days.

A.10 SOW Term

This SOW shall commence on [__/__/____] and shall continue until [__/__/____].

SOW ACCEPTED AND AGREED:

CLIENT:
Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:
Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT B: PRE-EXISTING MATERIALS (IF APPLICABLE)

#	Description	Ownership	License Terms
1	[________________________________]	Consultant	Per Section 6.5
2	[________________________________]	Consultant	Per Section 6.5

☐ No Pre-Existing Materials will be incorporated.

COLORADO NON-COMPETE COMPLIANCE NOTICE

REQUIRED NOTICE UNDER C.R.S. § 8-2-113

If this Agreement contains any restrictive covenant (non-compete, non-solicitation, or similar restriction), this notice is provided to Consultant as required by law:

This Agreement contains a covenant not to compete [and/or non-solicitation provision] that may restrict your ability to work for others or engage in certain business activities after the termination of this engagement. You are encouraged to consult with an attorney before signing this Agreement.

☐ Consultant acknowledges receipt of this notice.
☐ This notice was provided before Consultant accepted the engagement.
☐ This notice was provided at least 14 days before the effective date of the restrictive covenant.

Consultant Signature: ___________________________________
Date: [__/__/____]

AGREEMENT COMPLETION CHECKLIST

☐ All bracketed fields completed with specific information
☐ Appropriate checkboxes selected throughout the Agreement
☐ Statement of Work (Exhibit A) fully completed and attached
☐ Pre-Existing Materials (Exhibit B) listed or marked as not applicable
☐ IRS Form W-9 obtained from Consultant
☐ Non-Compete Compliance Notice reviewed and signed (if applicable)
☐ Colorado Privacy Act data processing agreement executed (if applicable)
☐ Certificates of insurance obtained from Consultant
☐ Both Parties have signed the Agreement and all Exhibits
☐ Colorado-licensed attorney has reviewed and approved the Agreement
☐ Copy of executed Agreement provided to both Parties
☐ Calendar reminders set for renewal/termination notice deadlines
☐ Verified current CDLE highly-compensated worker threshold for non-compete compliance

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. It is designed as a starting point for a Consulting Services Agreement governed by Colorado law. This document must be reviewed, customized, and approved by a qualified attorney licensed in the State of Colorado before execution. Colorado non-compete law (C.R.S. § 8-2-113) is particularly complex and evolving; legal counsel is essential for compliance. Laws and regulations change frequently; all statutory citations should be verified for currency before use.

Last Updated: 2026-02-27
Jurisdiction: Colorado
Template Version: 2.0

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About This Template

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: March 2026

Consulting Services Agreement