Service Agreement - Professional Services (Colorado)

PROFESSIONAL SERVICES AGREEMENT

(Colorado Jurisdiction — Governing Law: Colorado Revised Statutes)

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Services and Deliverables
4. Compensation and Payment
5. Intellectual Property
6. Confidentiality and Trade Secrets
7. Colorado Restrictive Covenants
8. Data Privacy and Security
9. Representations and Warranties
10. Default and Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Execution Block
15. Exhibit A — Statement of Work

1. PARTIES AND RECITALS

1.1 Parties

This Professional Services Agreement (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date") by and between:

(a) SERVICE PROVIDER:
[________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________], [________________________________], Colorado [________] ("Provider"); and

(b) CLIENT:
[________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________], [________________________________], [________] ("Client").

Provider and Client are each referred to individually as a "Party" and collectively as the "Parties."

1.2 Recitals

A. Provider is duly qualified and experienced in providing professional services in the field of [________________________________].
B. Client desires to engage Provider to perform the Services described herein, and Provider is willing to do so on the terms and conditions set forth in this Agreement.
C. The Parties intend that Provider shall perform Services as an independent contractor, not as an employee, agent, or joint venturer of Client.

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

2. DEFINITIONS

"Agreement" means this Professional Services Agreement, including all Exhibits and Statements of Work.

"Applicable Law" means all applicable federal, state, and local laws, statutes, rules, regulations, ordinances, and orders, including without limitation: the Colorado Revised Statutes; the Colorado Consumer Protection Act (C.R.S. § 6-1-101 et seq.); the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.); the Colorado Wage Claim Act (C.R.S. § 8-4-101 et seq.); applicable DORA licensing requirements; and applicable local ordinances in any Colorado municipality in which Services are performed.

"Change Order" means a written amendment to an SOW executed by authorized representatives of both Parties.

"Confidential Information" has the meaning set forth in Section 6.1.

"Deliverables" means all reports, analyses, software, designs, work product, documentation, and other materials that Provider is required to deliver to Client under an applicable SOW.

"DORA" means the Colorado Department of Regulatory Agencies, which licenses and regulates numerous professions in Colorado, including engineers, accountants, architects, psychologists, contractors, real estate brokers, and others.

"Force Majeure Event" has the meaning set forth in Section 11.4.

"Intellectual Property Rights" means all worldwide patent, copyright, trademark, trade secret, moral, and other proprietary rights.

"SOW" means a Statement of Work executed under this Agreement in substantially the form attached as Exhibit A.

"Services" means the professional services described in each SOW, including delivery of all Deliverables.

"Trade Secret" means information that derives independent economic value from not being generally known or readily ascertainable by proper means, subject to reasonable efforts to maintain secrecy, as defined under the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-101 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

3. SERVICES AND DELIVERABLES

3.1 Scope of Services

Provider shall perform the Services described in each SOW executed under this Agreement. Each SOW shall describe: (a) the scope and nature of Services; (b) Deliverables; (c) project schedule and milestones; (d) fees; and (e) acceptance criteria.

3.2 Performance Standards

Provider shall:
(a) Perform all Services in a diligent, professional, and workmanlike manner consistent with recognized industry standards;
(b) Assign personnel with skill, training, and experience reasonably required for the Services;
(c) Comply with all Applicable Law, including any DORA licensing requirements applicable to the Services performed; and
(d) Promptly notify Client of any material changes to project status, schedule, or anticipated costs.

3.3 Colorado Licensing — DORA Compliance

☐ (If applicable) Provider represents that all personnel performing the Services hold current, valid licenses issued by the Colorado Department of Regulatory Agencies (DORA) or applicable local authorities as required for the scope of Services. Provider shall maintain such licenses in good standing throughout the Term. License information:

Note: Colorado licenses general contractors through local jurisdictions (not statewide). Engineers, architects, accountants, attorneys, real estate brokers, psychologists, and others are licensed through DORA. Electricians and plumbers are licensed at the state level through DORA's Electrical and Plumbing Boards. Verify applicable licensing requirements for the specific Services.

3.4 Changes

Either Party may request changes to the scope, schedule, or fees for any SOW. No change is binding unless it is memorialized in a written Change Order executed by authorized representatives of both Parties. Verbal authorizations for scope changes do not bind either Party.

3.5 Independent Contractor Relationship

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, franchise, or sales representative relationship between the Parties. Provider is solely responsible for:
(a) Payment of all federal, Colorado, and local income taxes on compensation received under this Agreement;
(b) Provider's compliance with Colorado workers' compensation requirements for Provider's own employees;
(c) Provider's own employee benefits, if any; and
(d) Compliance with any Colorado licensing or professional certification requirements applicable to Provider's work.

Colorado Wage Claim Act Notice: Provider acknowledges that this Agreement creates an independent contractor relationship, not an employment relationship. If any governmental authority determines that Provider is an employee of Client, Client shall have the right to seek indemnification from Provider for any resulting tax liability, benefits obligations, or penalties under the Colorado Wage Claim Act, C.R.S. § 8-4-101 et seq.

3.6 Client Responsibilities

Client shall provide Provider with timely access to personnel, information, data, facilities, and systems reasonably necessary for Provider to perform the Services. Client acknowledges that Provider's ability to meet project schedules depends on Client's timely performance of Client's obligations.

4. COMPENSATION AND PAYMENT

4.1 Fees

Client shall pay Provider the fees set forth in each applicable SOW. Unless otherwise specified in an SOW:

(a) Fee Structure: ☐ Fixed fee ☐ Time-and-materials (rate schedule in SOW) ☐ Retainer ☐ Milestone-based

(b) Payment Timing: Invoices are due and payable within [____] days of the invoice date (net [____]).

(c) Invoicing Frequency: ☐ Monthly ☐ Upon milestone completion ☐ Upon project completion ☐ Per SOW

4.2 Expenses

Client shall reimburse Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in performing the Services. Expenses in excess of $[____________________] per item require prior written approval from Client.

4.3 Late Payment — Colorado Statutory Interest

Past-due invoices shall accrue interest at the lesser of [____]% per month or the applicable statutory rate. Under C.R.S. § 5-12-101, Colorado's statutory prejudgment interest rate is 8% per annum. If this Agreement is silent on the contractual rate, the statutory rate of 8% per annum applies.

4.4 Colorado Wage Claim Act — Payment Obligations

The Parties acknowledge that C.R.S. § 8-4-101 et seq. (Colorado Wage Claim Act) may apply to the payment of compensation under this Agreement if Provider is reclassified as an employee. For clarity:

• All undisputed invoices must be paid by the agreed due date.
• Willful failure to pay undisputed amounts may expose Client to treble damages plus attorney fees under C.R.S. § 8-4-122 if Provider is determined to be an employee. Client shall promptly pay all undisputed invoices to avoid this risk.

4.5 Disputed Invoices

If Client disputes any invoice, Client shall pay all undisputed amounts by the due date and notify Provider in writing of the disputed amounts and the basis for the dispute within [____] days of the invoice date. The Parties shall work in good faith to resolve all disputes within [____] days of Client's written dispute notice.

4.6 Taxes

Fees are exclusive of all applicable taxes. Client shall pay all applicable sales, use, excise, and similar taxes imposed on the Services by any governmental authority, except taxes measured by Provider's net income.

5. INTELLECTUAL PROPERTY

5.1 Pre-Existing Intellectual Property

Each Party retains all right, title, and interest in and to its pre-existing Intellectual Property Rights, including any background technology, methods, processes, or tools used by Provider in performing the Services.

5.2 Deliverables — Assignment to Client

Subject to full payment of all fees and expenses under the applicable SOW:

(a) Provider hereby irrevocably assigns to Client all right, title, and interest — including all Intellectual Property Rights — in and to the Deliverables;

(b) The Deliverables shall be deemed "works made for hire" to the maximum extent permitted by applicable copyright law (17 U.S.C. § 101); to the extent any Deliverable is not a work made for hire, this Section 5.2(a) assignment applies; and

(c) Provider shall execute any documents and take any actions reasonably requested by Client to perfect Client's ownership in the Deliverables.

5.3 License to Provider Tools

Provider grants Client a non-exclusive, non-transferable license to use any Provider pre-existing tools, templates, or methods embedded in or necessary to use the Deliverables, solely for Client's internal business purposes related to the Deliverables.

5.4 Open-Source Components

Provider shall disclose any open-source software components incorporated in any Deliverable, together with the applicable license terms, prior to delivery. Provider shall not incorporate open-source software that would require Client to disclose proprietary source code or restrict Client's ability to commercialize the Deliverables.

6. CONFIDENTIALITY AND TRADE SECRETS

6.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either Party ("Discloser") to the other Party ("Recipient") in connection with this Agreement that: (a) is designated in writing as "confidential" or "proprietary"; (b) is disclosed orally and identified as confidential at the time of disclosure with written confirmation within [____] days; or (c) by its nature, a reasonable business person would understand to be confidential. Confidential Information includes Trade Secrets as defined under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.) and the Defend Trade Secrets Act (18 U.S.C. § 1836).

6.2 Obligations

Recipient shall:
(a) Use Confidential Information solely to perform or receive the Services under this Agreement;
(b) Restrict disclosure to employees, agents, subcontractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein;
(c) Protect Confidential Information using reasonable care, but no less than the same care Recipient uses to protect its own confidential information of a similar nature;
(d) Promptly notify Discloser upon discovery of any unauthorized use or disclosure; and
(e) Upon expiration or termination of this Agreement, either return or certify destruction of all Confidential Information in Recipient's possession.

6.3 Exceptions

The obligations of Section 6.2 do not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully known to Recipient before receipt from Discloser; (c) is independently developed by Recipient without use of Confidential Information; (d) is lawfully obtained from a third party without restriction; or (e) is required to be disclosed by law, court order, or regulatory authority (provided Recipient gives Discloser prompt written notice and cooperates with any protective order request).

6.4 Trade Secret Protection — Colorado and Federal Law

Each Party acknowledges that Confidential Information may constitute Trade Secrets protectable under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836). Remedies for misappropriation include injunctive relief, damages, and attorney fees under both statutes. Under the DTSA, if a trade secret is misappropriated in relation to interstate commerce, the prevailing party may be awarded exemplary damages up to two times actual damages and attorney fees for willful misappropriation.

6.5 Non-Solicitation of Personnel

During the Term and for [____] months following termination or expiration:

• Neither Party shall directly solicit for employment any employee of the other Party who was materially involved in the performance of Services under this Agreement.
• General solicitations (e.g., job postings, recruiter campaigns not specifically targeting such employees) are permitted.

Note: Non-solicitation of employees clauses in Colorado are generally enforceable as reasonable protections of business interests, provided they are narrowly tailored. See C.R.S. § 8-2-113 analysis in Section 7 below.

7. COLORADO RESTRICTIVE COVENANTS — NON-COMPETITION AND NON-SOLICITATION

7.1 Colorado Non-Compete Law — HB 22-1317 (Effective August 10, 2022)

THIS SECTION IS CRITICALLY IMPORTANT FOR COLORADO ENGAGEMENTS. Colorado's non-compete law was fundamentally reformed by HB 22-1317, effective August 10, 2022, codified at C.R.S. § 8-2-113. Any non-compete provision in this Agreement must comply with these requirements or it is void and unenforceable as a matter of law.

7.2 Non-Compete Agreement — Independent Contractor Context

☐ Option A: No Non-Compete (Recommended Default)
The Parties agree that no non-compete restriction is imposed under this Agreement. The Parties' interests are adequately protected by the confidentiality provisions of Section 6 and the non-solicitation provisions of Section 6.5.

☐ Option B: Non-Compete for Qualifying Individual
(Use only if Provider is an individual, not an entity. Confirm applicability of C.R.S. § 8-2-113 to independent contractor relationships and obtain Colorado legal counsel before using this option.)

IF A NON-COMPETE IS INCLUDED, THE FOLLOWING CONDITIONS MUST ALL BE MET:

(a) Earnings Threshold — Executive / Management:
The non-compete is valid only if Provider is an individual who: (i) performs services in a role that is executive or management in nature; AND (ii) earns at least $[____________________] in annual compensation from Client (must equal or exceed the current statutory threshold, which is $123,750 for 2024, adjusted annually by the Colorado Department of Labor and Employment based on CPI). C.R.S. § 8-2-113(2)(b).

(b) Earnings Threshold — Highly Technical Worker:
Alternatively, the non-compete is valid only if Provider is an individual who: (i) performs services in a highly technical capacity (e.g., software engineer, data scientist, licensed engineer); AND (ii) earns at least $[____________________] (must equal or exceed the current statutory threshold, which is $74,250 for 2024, adjusted annually). C.R.S. § 8-2-113(2)(c).

(c) 14-Day Advance Disclosure — Mandatory:
Client must provide Provider with a copy of this Agreement (or the proposed non-compete clause) at least fourteen (14) calendar days before the start of the engagement or with the formal offer of engagement, whichever occurs first. C.R.S. § 8-2-113(4). Failure to provide timely notice renders the non-compete void.

(d) Scope — Geographic and Duration:
The geographic scope and duration of any non-compete must be reasonable and no greater than what is necessary to protect the legitimate business interest identified. C.R.S. § 8-2-113(3).

Non-Compete Restriction (if applicable under Option B):
During the Term and for a period of [____] months following termination of this Agreement, Provider shall not directly perform services or engage in the business of [________________________________] in the following geographic area: [________________________________], Colorado, for the following competitors or business lines: [________________________________].

(e) Remedies for Violation:
Under C.R.S. § 8-2-113(8), if Client violates the non-compete restrictions (i.e., if Client enforces or threatens to enforce a void or overbroad non-compete), Client is liable to Provider for actual damages and reasonable attorney fees. Courts may also award injunctive relief to prevent enforcement of an unlawful non-compete.

7.3 Non-Solicitation of Clients

During the Term and for [____] months following expiration or termination:
Provider shall not directly solicit Client's customers or clients with whom Provider had material contact during the engagement under this Agreement, for the purpose of providing services competitive with the Services.

Note: Client non-solicitation clauses for independent contractors are not subject to the same threshold requirements as employee non-competes under C.R.S. § 8-2-113, but they must still be reasonable in scope and duration. Obtain Colorado legal counsel to confirm applicability.

8. DATA PRIVACY AND SECURITY — COLORADO REQUIREMENTS

8.1 Colorado Privacy Act Compliance — C.R.S. § 6-1-1301 et seq.

The Colorado Privacy Act ("CPA"), effective July 1, 2023, regulates the collection, use, processing, and sharing of personal data of Colorado residents. To the extent either Party processes personal data of Colorado residents in connection with the Services:

(a) Controller / Processor Determination:
☐ Client is the Controller (determines purposes and means of processing); Provider is the Processor (processes data on Client's behalf)
☐ Both Parties are independent Controllers for their respective data processing activities
☐ CPA does not apply to this engagement (describe basis: [________________________________])

(b) Data Processing Agreement: If Provider processes personal data as a Processor, the Parties shall execute a Data Processing Agreement consistent with C.R.S. § 6-1-1304(4), which must include: (i) instructions for processing; (ii) confidentiality obligations; (iii) security measures; (iv) subprocessor restrictions; (v) audit rights; and (vi) deletion/return of data upon termination.

(c) Consumer Rights Obligations: Client, as Controller, is responsible for honoring Colorado consumer rights under the CPA, including: right to access, right to correction, right to deletion, right to opt-out of sale/targeted advertising/profiling, and right to data portability. Provider shall assist Client in fulfilling consumer rights requests to the extent Provider processes relevant data.

8.2 Data Security Standards

Provider shall implement and maintain commercially reasonable technical and organizational security measures designed to protect personal data and Client Confidential Information against unauthorized access, disclosure, alteration, or destruction. Minimum security standards applicable to this engagement:

☐ Encryption of personal data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent)
☐ Multi-factor authentication for access to systems containing Client data
☐ Annual security risk assessments consistent with CPA requirements
☐ Employee training on data security and CPA compliance
☐ Access controls limiting personal data access to need-to-know personnel
☐ Other: [________________________________]

8.3 Colorado Data Breach Notification — C.R.S. § 6-1-716

Under C.R.S. § 6-1-716, if Provider discovers a security breach affecting personal data of Colorado residents, Provider must:

1. Notify Client within [____] hours of discovery (internal SLA);
2. Client must notify affected Colorado consumers within 30 calendar days of discovering the breach; and
3. If more than 500 Colorado residents are affected, Client must also notify the Colorado Attorney General.

Provider shall cooperate fully with Client in investigating, containing, and remediating any breach, and in providing required notifications.

8.4 Data Return and Destruction

Upon expiration or termination of this Agreement, Provider shall, at Client's election: (a) return all Client data and personal data in a commonly used format; or (b) certify destruction of all such data. Provider shall provide written certification of destruction within [____] days of Client's request.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) It has full power and authority to enter into, execute, and perform this Agreement;
(c) This Agreement has been duly authorized by all requisite action and does not violate any other agreement to which it is a party or by which it is bound; and
(d) It shall comply with all Applicable Law in performing its obligations under this Agreement.

9.2 Provider Warranties

Provider further represents and warrants that:
(a) All personnel assigned to perform Services hold current, valid licenses, certifications, and professional registrations required by DORA or applicable Colorado law for the Services performed;
(b) The Services and Deliverables will conform in all material respects to the specifications set forth in the applicable SOW for [____] days following Client's acceptance;
(c) Provider has the right to perform the Services and to assign the Deliverables to Client without violating any third-party rights;
(d) Provider will not knowingly incorporate third-party intellectual property, open-source software, or confidential information of others in the Deliverables without proper authorization; and
(e) Provider does not have any pending or threatened claims, litigation, or regulatory proceedings that would materially impair Provider's ability to perform under this Agreement.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

10. DEFAULT AND REMEDIES

10.1 Events of Default

An "Event of Default" occurs if:

(a) Material Breach: A Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail; provided that if the breach is of a nature that cannot reasonably be cured within thirty (30) days, the breaching Party must commence cure within thirty (30) days and diligently prosecute cure to completion within sixty (60) days total;

(b) Insolvency: A Party becomes insolvent, makes a general assignment for the benefit of creditors, files for protection under the U.S. Bankruptcy Code, or has a receiver or trustee appointed;

(c) Non-Payment: Client fails to pay any undisputed invoice within fifteen (15) days after receipt of written notice of non-payment; or

(d) Misappropriation: A Party misappropriates the other Party's Trade Secrets, violates the confidentiality provisions of Section 6, or violates Colorado law in a manner that causes material harm.

10.2 Remedies

Upon an Event of Default, the non-defaulting Party may:
(a) Suspend performance of all Services;
(b) Terminate this Agreement and any open SOWs;
(c) Seek specific performance, injunctive, or other equitable relief (without bond or security, where permitted by law); and
(d) Pursue any and all remedies available at law or in equity, including damages, recovery of unpaid fees, and attorney fees.

10.3 Colorado Wage Claim Act Exposure

If Client willfully fails to pay Provider amounts due under this Agreement and Provider is later determined to be an employee (not an independent contractor), Client may be liable under C.R.S. § 8-4-122 for treble damages plus attorney fees. To minimize this risk, Client shall pay all undisputed invoices promptly and in full.

10.4 Attorney Fees

The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorney fees and costs, including expert witness fees. This provision applies to all claims arising under or related to this Agreement, whether based on contract, tort, statute, or otherwise.

11. RISK ALLOCATION

11.1 Indemnification

(a) Mutual Indemnification. Each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents ("Indemnified Parties") from and against any third-party claim, loss, damage, liability, cost, and expense (including reasonable attorney fees) arising from: (i) the Indemnifying Party's gross negligence or willful misconduct; (ii) the Indemnifying Party's material breach of this Agreement; or (iii) the Indemnifying Party's violation of Applicable Law.

(b) IP Indemnification. Provider shall indemnify, defend, and hold harmless Client from any third-party claim that the Deliverables infringe any third-party Intellectual Property Rights, except to the extent the infringement arises from Client's modifications or Client's specifications.

(c) Data Privacy Indemnification. Each Party shall indemnify the other for any third-party claims, regulatory fines, penalties, or consumer claims arising from its failure to comply with the Colorado Privacy Act, C.R.S. § 6-1-716, or applicable federal privacy law, to the extent caused by the indemnifying Party's acts or omissions.

(d) Procedure. The Indemnified Party shall: (i) promptly notify the Indemnifying Party of any claim; (ii) give the Indemnifying Party control of the defense and settlement; and (iii) provide reasonable cooperation. The Indemnifying Party shall not settle any claim that imposes liability on the Indemnified Party without the Indemnified Party's prior written consent.

11.2 Limitation of Liability

(a) Aggregate Cap. Except for Excluded Claims, each Party's total aggregate liability arising under or related to this Agreement (regardless of the form of action) shall not exceed [the total fees paid or payable under the applicable SOW during the twelve (12) months preceding the event giving rise to liability].

(b) Excluded Claims. The limitation in Section 11.2(a) does not apply to: (i) the indemnification obligations of Section 11.1; (ii) breaches of confidentiality under Section 6; (iii) Trade Secret misappropriation; (iv) infringement of Intellectual Property Rights; (v) gross negligence or willful misconduct; or (vi) a Party's obligations under the Colorado Privacy Act or C.R.S. § 6-1-716 arising from a data breach.

(c) No Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THIS EXCLUSION SHALL NOT APPLY TO THE EXCLUDED CLAIMS LISTED IN SECTION 11.2(b).

11.3 Insurance

Provider shall obtain and maintain, at its own expense, throughout the Term and for [____] years following termination:

Provider shall provide certificates of insurance to Client upon request.

11.4 Force Majeure

Neither Party is liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) caused by a Force Majeure Event. "Force Majeure Event" means an event beyond a Party's reasonable control, including: acts of God; natural disasters (including wildfires, blizzards, avalanches, and severe winter weather characteristic of Colorado's Front Range and mountain communities); epidemic or pandemic; terrorism; civil unrest; governmental orders or regulatory actions; labor disputes; or internet/telecommunications outages. A Party claiming a Force Majeure Event must provide prompt written notice and use commercially reasonable efforts to mitigate the delay.

12. DISPUTE RESOLUTION

12.1 Governing Law

This Agreement and all claims arising under or related to it shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to Colorado's choice-of-law principles that would require application of the laws of another jurisdiction. Colorado's choice to apply its own law reflects the Parties' consent to be governed by Colorado statutes, including C.R.S. § 8-2-113, the Colorado Wage Claim Act, the Colorado Privacy Act, and the Colorado Consumer Protection Act.

12.2 Mandatory Good-Faith Negotiation

Before initiating arbitration or litigation, the Parties must attempt to resolve any dispute through good-faith negotiation. Either Party may initiate this process by providing written notice describing the dispute. The Parties shall meet (in person, by phone, or video) within fifteen (15) days of the notice. If the dispute is not resolved within thirty (30) days of the notice (unless extended by mutual written agreement), either Party may proceed to arbitration or litigation.

12.3 Dispute Resolution Mechanism

☐ Option A — Binding Arbitration (Select if desired):
Any dispute not resolved under Section 12.2 shall be submitted to binding arbitration administered by [JAMS / AAA] under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in [Denver / Boulder / Colorado Springs / Fort Collins], Colorado, before a single arbitrator with expertise in commercial contracts and Colorado law. The arbitrator may award any remedy available at law or in equity, including attorney fees under Section 10.4. Judgment on the award may be entered in any court of competent jurisdiction. The parties waive the right to appeal the award except as permitted by the Colorado Uniform Arbitration Act, C.R.S. § 13-22-201 et seq.

☐ Option B — Court Litigation (Select if arbitration not desired):
Any dispute not resolved under Section 12.2 shall be resolved exclusively in the state courts of [Denver / Boulder / El Paso / Larimer / Arapahoe] County, Colorado, or, where federal jurisdiction exists, the United States District Court for the District of Colorado (Denver Division). Each Party consents to personal jurisdiction and venue in such courts.

12.4 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT.

12.5 Injunctive Relief

Notwithstanding the dispute resolution provisions above, either Party may seek interim injunctive, preliminary, or emergency relief from any court of competent jurisdiction in Colorado to prevent irreparable harm — including to protect Confidential Information, Trade Secrets, or Intellectual Property Rights — without first exhausting the negotiation procedure of Section 12.2 and without waiving the right to arbitrate or litigate the underlying dispute.

13. GENERAL PROVISIONS

13.1 Amendment; Waiver

No amendment or modification to this Agreement is effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any provision constitutes a continuing waiver or waiver of any other provision.

13.2 Assignment

Neither Party may assign this Agreement or any SOW, or delegate its obligations, without the other Party's prior written consent, except that: (a) either Party may assign this Agreement without consent in connection with a merger, consolidation, or sale of all or substantially all of its assets, provided the successor assumes all obligations; and (b) Provider may subcontract specific tasks with Client's prior written approval.

13.3 Severability

If any provision of this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction — including any restrictive covenant that exceeds the requirements of C.R.S. § 8-2-113 — that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13.4 Entire Agreement

This Agreement, together with all SOWs, Exhibits, and Change Orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, understandings, representations, and negotiations.

13.5 Electronic Signatures

This Agreement may be executed electronically, and electronic signatures are valid and legally binding pursuant to the Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq., and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq. Counterpart copies are equally effective originals.

13.6 Notices

All notices must be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); or (c) certified mail, return receipt requested, postage prepaid. Notices are effective upon personal delivery, one day after deposit with overnight courier, or three days after deposit in the U.S. mail. Email notice is permitted for routine communications but not for notices of breach, termination, or legal claims.

Notice Addresses:

To Provider:
[________________________________]
[________________________________]
[________________________________], Colorado [________]
Attention: [________________________________]

To Client:
[________________________________]
[________________________________]
[________________________________], [________] [________]
Attention: [________________________________]

13.7 No Third-Party Beneficiaries

This Agreement is for the sole and exclusive benefit of the Parties and their permitted assigns. No third party has any right to enforce any provision of this Agreement.

13.8 Survival

Sections 5 (Intellectual Property), 6 (Confidentiality and Trade Secrets), 7 (Restrictive Covenants), 8 (Data Privacy and Security), 9.3 (Disclaimer), 10.3–10.4 (Wage Claims; Attorney Fees), 11 (Risk Allocation), 12 (Dispute Resolution), and 13 (General Provisions) shall survive expiration or termination of this Agreement.

13.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

14. EXECUTION BLOCK

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

PROVIDER:

[________________________________]

By: _______________________________________________

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

DORA License No. (if applicable): [________________________________]

CLIENT:

[________________________________]

By: _______________________________________________

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — FORM OF STATEMENT OF WORK (SOW)

SOW Number: [____]
SOW Effective Date: [__/__/____]
Incorporated Into: Professional Services Agreement dated [__/__/____]

1. Description of Services:
[________________________________]

2. Deliverables and Acceptance Criteria:

3. Project Schedule and Milestones:

4. Fees and Payment Schedule:

5. Expenses: ☐ Included in fee ☐ Reimbursable — Cap: $[____________________]

6. Key Personnel: [________________________________]

7. Special Terms (if any): [________________________________]

Agreed by:

COLORADO PRACTICE NOTES FOR ATTORNEYS

☐ HB 22-1317 Non-Compete Reform Is a Sea Change: The 2022 amendments fundamentally changed Colorado's non-compete landscape. Before August 10, 2022, non-competes for employees were broadly voidable but widely used. Post-reform: only executives/managers earning $123,750+ or highly technical workers earning $74,250+ (2024 thresholds, indexed annually to CPI) can validly be subject to non-competes. Always check the current CDLE-published thresholds before including any non-compete.

☐ 14-Day Advance Disclosure Is Mandatory: If a non-compete is included, the agreement (or the non-compete clause) must be provided to the worker at least 14 days before start of services or with the formal offer, whichever comes first. Failure to meet this deadline renders the non-compete void — even if otherwise lawful. C.R.S. § 8-2-113(4).

☐ Non-Competes for Independent Contractors: HB 22-1317 and C.R.S. § 8-2-113 were primarily designed for employees. Their application to independent contractors is contested, but Colorado courts tend to apply the same analysis. Obtain current legal counsel before relying on non-competes with individual contractors.

☐ Attorney Fees Run BOTH Ways: C.R.S. § 8-2-113(8) awards attorney fees against the Party who attempts to enforce a void or overbroad non-compete — including the employer/client. This is a powerful deterrent. Do not include non-competes unless you are confident they comply.

☐ Wage Claim Act Traps for Independent Contractors: Even for genuine contractors, if a court reclassifies the relationship as employment, the Colorado Wage Claim Act (C.R.S. § 8-4-101 et seq.) applies. Willful failure to pay triggers treble damages plus attorney fees under C.R.S. § 8-4-122. Always pay undisputed invoices on time.

☐ Colorado Privacy Act Creates Ongoing Obligations: The CPA (effective July 1, 2023) requires contracts between controllers and processors to include specific provisions. If either Party processes personal data of Colorado residents, a standalone Data Processing Agreement or DPA addendum is advisable to supplement Section 8 of this Agreement.

☐ C.R.S. § 6-1-716 — 30-Day Breach Notice: Colorado's data breach notification statute requires notification within 30 calendar days of discovery (much stricter than some states). Build this into all data security incident response plans.

☐ DORA Licensing Verification: Check DORA's online license lookup (dora.colorado.gov) before engaging providers who represent they hold professional licenses. DORA regulates 50+ professions. Unlicensed practice of a DORA-regulated profession is a misdemeanor.

☐ Local Contractor Licensing: Colorado does not have a statewide general contractor license; licensing is by local jurisdiction. Denver, Boulder, Colorado Springs, Aurora, Fort Collins, and other municipalities each have separate licensing regimes. Verify local licensing for construction and trade work.

☐ Force Majeure — Mountain and Front Range Climate: Colorado's mountain communities face seasonal risks — wildfire evacuations, I-70 closures, and blizzards — that can interrupt project timelines. Force majeure clauses should expressly reference these Colorado-specific risks.

☐ Venue Selection — Consider Project Location: For disputes arising from work at a specific Colorado location, consider designating venue in the county where the project is located (e.g., Eagle County for Summit/Vail; Pitkin County for Aspen; Larimer County for Fort Collins) rather than defaulting to Denver.

SOURCES AND REFERENCES

• C.R.S. § 8-2-113 (Non-Compete Statute — Post-HB 22-1317): https://leg.colorado.gov/bills/hb22-1317
• 2024 Non-Compete Wage Thresholds — CDLE: https://cdle.colorado.gov/employers/labor-laws-and-rules/equal-pay-for-equal-work
• C.R.S. § 8-4-101 et seq. (Colorado Wage Claim Act): https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-08.pdf
• C.R.S. § 6-1-1301 et seq. (Colorado Privacy Act): https://leg.colorado.gov/bills/sb21-190
• C.R.S. § 6-1-716 (Data Breach Notification): https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-06.pdf
• C.R.S. § 7-74-101 et seq. (Colorado Uniform Trade Secrets Act)
• C.R.S. § 5-12-101 (Colorado Statutory Interest — 8% per annum)
• C.R.S. § 24-71.3-101 et seq. (Colorado Uniform Electronic Transactions Act)
• DORA License Lookup: https://apps.colorado.gov/dora/licensing/Lookup/LicenseLookup.aspx
• Colorado Department of Labor and Employment (CDLE): https://cdle.colorado.gov/
• HB 22-1317 Enrolled Bill (Non-Compete Reform): https://leg.colorado.gov/bills/hb22-1317
• Lucht's Concrete Pumping, Inc. v. Horner, 255 P.3d 1058 (Colo. 2011) (pre-reform non-compete analysis)

This template is for informational purposes only and does not constitute legal advice. Colorado law — particularly non-compete law, wage claim law, and data privacy law — changes frequently. Consult a licensed Colorado attorney before use.