Colorado consulting independent contractor agreement template

Colorado Consulting Independent Contractor Agreement

This Colorado Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Effective Date] by and between:

• [Client Legal Name], a [Client Business Structure, e.g., Corporation] with its principal place of business at [Client Business Address], Colorado, [Client Colorado Business Registration Number, if applicable] (the “Client”), and
• [Contractor Legal Name], a [Contractor Business Structure, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor Business Address], Colorado, [Contractor Colorado Business Registration Number, if applicable] (the “Contractor”).

1. Scope of Consulting Services

The Contractor shall provide the following consulting services to the Client (the “Services”):

• Option A: [Detailed Description of Services, e.g., Strategic Advisory Services related to Client's market entry into the Colorado cannabis industry]
• Option B: [Detailed Description of Services, e.g., Management Consulting focusing on business process optimization for Client’s Denver operations]
• Expected Deliverables: [List of Deliverables, e.g., Market Analysis Report, Process Improvement Plan]
• Milestones and Deadlines: [Specific Milestones with Corresponding Deadlines]
• Work Product Formats: [Specify Formats, e.g., Reports in PDF, Presentations in PPTX]
• Reporting Requirements: [Describe Reporting Frequency and Content]
• Acceptance Criteria: [Specify Criteria for Deliverable Acceptance]
  • Example: Deliverables will be accepted upon Client's written confirmation that the deliverable meets the specifications outlined in the "Expected Deliverables" section and is free from material errors.

2. Location of Services

The Services shall be performed at the following location(s):

• Option A: Client’s principal place of business in [City, Colorado].
  • On-site visits are required [Frequency, e.g., twice per week].
• Option B: Remotely from the Contractor’s office.
  • Remote meetings will be held [Frequency, e.g., daily] via [Communication Platform, e.g., Zoom].
• Option C: A hybrid approach involving both on-site and remote work as needed, with prior written approval from the Client.

The Client shall provide the Contractor with access to [List Facilities, Materials, Tools, e.g., office space, computers, relevant data].

3. Data Access, Security, and Confidentiality

The Contractor shall have access to [Specify Client Data] for the purpose of performing the Services.

The Contractor shall comply with the Colorado Privacy Act (CPA), where applicable, and all other applicable data security laws and regulations.

The Contractor shall maintain the confidentiality of all Client data and information in accordance with the terms of Section 9 of this Agreement and shall implement and maintain reasonable security measures to protect such data from unauthorized access, use, or disclosure.

4. Independent Contractor Status

It is expressly understood and agreed that the Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. This Agreement does not create an employer-employee relationship under Colorado law.

The Contractor is solely responsible for the payment of all federal, Colorado state, and local taxes, including income, use, and sales taxes, self-employment insurance, and all regulatory filings related to the Services.

The Client shall not treat the Contractor as an employee for any purpose, including but not limited to, benefit plans, withholding, or unemployment insurance.

The Contractor acknowledges they maintain a separate and distinct business and affirms compliance with IRS and Colorado Department of Labor guidance on contractor classification, including Colorado’s “9-factor test” for independent contractor status (C.R.S. § 8-70-115).

5. Fees and Payment

• Option A: The Client shall pay the Contractor an hourly rate of [Hourly Rate].
• Option B: The Client shall pay the Contractor a fixed fee of [Fixed Fee] for each deliverable, as defined in Section 1.
• Option C: The Client shall pay the Contractor a retainer fee of [Retainer Fee] per [Time Period, e.g., month], plus [Additional Payment Terms, if any].

The Contractor shall submit invoices to the Client [Invoicing Frequency, e.g., monthly].

Payment shall be made within [Number] days of receipt of a valid invoice.

All billable expenses must be pre-approved in writing by the Client.

The Contractor is responsible for all applicable Colorado state and local taxes related to payments received under this Agreement.

6. Non-Exclusivity

This Agreement is non-exclusive. The Contractor may provide services to other clients, subject to the non-competition and non-solicitation provisions in Section 7.

7. Non-Competition and Non-Solicitation

• Option A (Non-Competition): During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not, directly or indirectly, engage in any business that competes with the Client's business within [Geographic Area, e.g., the Denver metropolitan area] with respect to [Specific Services, e.g., the provision of strategic consulting services to cannabis businesses]. This restriction is narrowly tailored to protect the Client's legitimate business interests.
• Option B (Non-Solicitation): During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit, induce, or encourage any employee or customer of the Client to terminate their relationship with the Client.

These restrictions are limited to the extent necessary to protect the Client's legitimate business interests under Colorado law.

8. Ownership of Work Product and Intellectual Property

All work product, intellectual property, and reports created by the Contractor under this Agreement, including all Client data, are owned by the Client.

The Contractor hereby assigns and transfers to the Client all right, title, and interest in and to such work product, intellectual property, and reports, subject to any specifically negotiated exceptions outlined in [Specific Section or Exhibit, if any].

9. Confidentiality

The Contractor shall hold all Client information in strict confidence and shall not disclose such information to any third party without the Client’s prior written consent, complying with the Colorado Privacy Act and other applicable state regulations.

Upon termination of this Agreement, the Contractor shall promptly return or destroy all Client data and confidential information.

The Contractor shall notify the Client immediately of any breach of confidentiality.

10. Indemnification

Each party shall indemnify and hold harmless the other party from and against any and all liability, damages, or third-party claims arising from their own negligent acts or omissions.

11. Insurance

The Contractor shall maintain the following insurance coverage:

• General Liability Insurance: [Coverage Amount]
• Professional Liability/Errors and Omissions (E&O) Insurance: [Coverage Amount]
• Workers' Compensation Insurance: If the Contractor has employees, coverage must comply with C.R.S. § 8-44-101 et seq.

The Contractor shall provide proof of insurance coverage to the Client upon request.

12. Termination and Suspension

• Option A (Termination for Convenience): Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Option B (Termination for Cause): Either party may terminate this Agreement immediately for cause if the other party materially breaches this Agreement.
• Option C (Suspension): The Client may suspend the Services upon [Number] days' written notice to the Contractor.

Upon termination, the Client shall pay the Contractor for all services performed and expenses incurred up to the date of termination. The Contractor will promptly return any Client data or confidential information to the Client.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City, Colorado].
• If mediation fails, the parties may submit the dispute to binding arbitration in [City, Colorado] under the rules of the American Arbitration Association.
• Colorado law shall govern the interpretation and enforcement of this Agreement.

14. Compliance with Laws

The Contractor shall comply with all applicable Colorado laws and industry-specific regulations, including maintaining any required professional licenses or certifications.

The Contractor shall comply with all applicable Colorado labor and employment laws, including anti-discrimination statutes.

The Contractor acknowledges its obligation to provide its own workers’ compensation if required.

15. Representations and Warranties

Each party represents and warrants that they have the authority to enter into this Agreement and are able to perform their obligations under this Agreement.

The Contractor represents and warrants that their services will be performed in a professional and workmanlike manner.

16. Recordkeeping and Audit

The Client shall have the right to audit the Contractor's records relating to the Services and expenses incurred.

17. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, or government regulation.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

21. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

22. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth in the preamble of this Agreement.

Federal and Colorado-Specific Notices: The Contractor acknowledges that they are responsible for compliance with all applicable IRS guidelines regarding independent contractor status and that they are not entitled to unemployment benefits under Colorado law based on this Agreement. The Contractor also confirms receipt of information regarding Colorado wage laws.

23. Electronic Signatures and Delivery

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding to the same extent as original signatures under Colorado law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]