Colorado independent contractor agreement template

Colorado Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Name], located at [Client Address] (“Client”) and [Contractor Name], located at [Contractor Address] (“Contractor”).

Declaration of Independent Contractor Relationship

The parties intend that the Contractor shall perform the services described herein as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the Client and the Contractor. The Contractor acknowledges that they are not an employee for purposes of the Internal Revenue Code or any state employment laws, including Colorado unemployment insurance and workers' compensation laws.

Scope of Work

The Contractor shall provide the following services to the Client: [Description of Services].

Deliverables: [Description of Deliverables]

Project Milestones: [Description of Project Milestones]

Work Product Specifications: [Description of Specifications and Quality Standards]

Deadlines: [Specific Deadlines for Deliverables or Milestones]

Work Location:

Option A: The services will be performed at [Client Location].

Option B: The services will be performed remotely.

Option C: The services will be performed at [Contractor Location].

Option D: A combination of remote and on-site work as required, with details specified in writing.

Term and Termination

Term:

Option A: This Agreement shall commence on [Start Date] and continue until [End Date].

Option B: This Agreement shall commence on [Start Date] and continue until the completion of the project, as defined in the Scope of Work.

Option C: This Agreement shall commence on [Start Date] and continue until terminated by either party as set forth below.

Termination:

Option A: Either party may terminate this Agreement with [Number] days written notice.

Option B: The Client may terminate this Agreement immediately for cause, including but not limited to: breach of contract, failure to perform services, or violation of confidentiality.

Option C: The Contractor may terminate this Agreement immediately for cause, including but not limited to: failure by the Client to pay undisputed invoices or material breach of this Agreement.

Procedure for Termination: Notice of termination shall be provided in writing to the other party's address listed above. Upon termination, the Contractor shall deliver all work product to the Client and the Client shall pay the Contractor for all services performed up to the date of termination.

Compensation

Billing Rate:

Option A: The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.

Option B: The Contractor shall be paid a project-based fee of [Dollar Amount].

Option C: The Contractor shall be paid a retainer fee of [Dollar Amount] per [Time Period].

Option D: The Contractor shall be paid a flat fee of [Dollar Amount] for each deliverable specified in the Scope of Work.

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

Payment Schedule: The Client shall pay the Contractor within [Number] days of receipt of a valid invoice.

Reimbursement of Expenses:

Option A: The Contractor shall be reimbursed for reasonable and necessary expenses incurred in connection with the services, subject to prior written approval by the Client and submission of receipts.

Option B: The Contractor shall not be reimbursed for any expenses.

Payment Method: Payment shall be made by [Check/ACH/Wire Transfer].

Taxes: The Contractor is solely responsible for the payment of all federal, state, and local income taxes, self-employment taxes, and any other assessments arising out of or related to the services performed under this Agreement. The Client will not withhold any taxes from payments made to the Contractor.

Benefits

The Contractor is not entitled to any employee benefits from the Client, including but not limited to health insurance, paid leave, retirement plans, unemployment insurance, or workers' compensation. Contractor acknowledges that they are responsible for procuring their own insurance as necessary.

Independent Contractor Obligations

Control over Work: The Contractor has the sole right to control and direct the means, manner, and method by which the services are performed.

Tools and Equipment: The Contractor shall provide all tools, equipment, and materials necessary to perform the services, unless otherwise agreed in writing.

Licensure, Insurance, and Registration: The Contractor is responsible for obtaining and maintaining all necessary licenses, insurance (including [General Liability Insurance Amount] of General Liability and [Professional Liability Insurance Amount] of Professional Liability if applicable), and business registrations required to perform the services in Colorado.

Non-Exclusive Engagement:

Option A: This is a non-exclusive engagement, and the Contractor may provide services to other clients.

Option B: This is a non-exclusive engagement, but the Contractor shall not provide services to any direct competitors of the Client without prior written consent.

Confidentiality and Non-Disclosure

The Contractor shall maintain the confidentiality of all proprietary information, trade secrets, and data of the Client. This obligation shall continue during and after the term of this Agreement. The Contractor shall comply with all applicable data privacy laws and regulations.

Intellectual Property

Ownership of Deliverables: All deliverables and work product created by the Contractor in connection with the services shall be owned by the Client.

Work Made for Hire: To the extent that any deliverables are considered "work made for hire" under applicable law, they are hereby deemed work made for hire for the Client.

Assignment of IP Rights: The Contractor hereby assigns to the Client all right, title, and interest in and to any intellectual property created in connection with the services.

Rights to Pre-Existing Materials: The Contractor retains all rights to any pre-existing materials used in the performance of the services, but grants to the Client a license to use such materials as necessary to use the deliverables.

Non-Solicitation (Optional)

Option A: During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit or recruit any employees, customers, or vendors of the Client.

Option B: No Non-Solicitation Agreement

Non-Compete (Optional - Enforceability Limited in Colorado)

Option A: Recognizing that enforceability of non-compete agreements in Colorado is limited by C.R.S. § 8-2-113 and only permitted in specific situations (e.g., executive employee, protection of trade secrets, sale of a business), the parties agree to the following non-compete restriction: During the term of this Agreement and for a period of [Number] months following its termination, within [Geographic Area], the Contractor shall not engage in any business that directly competes with the business of the Client, as defined by [Description of Competitive Business]. This clause is included with the express understanding of the legal limitations under Colorado law and is intended to be enforceable only to the extent permitted by law.

Option B: No Non-Compete Agreement. The parties agree that there will be no non-compete provision in this Agreement.

Dispute Resolution

Negotiation: The parties shall first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Colorado].

Arbitration:

Option A: Any dispute that cannot be resolved through negotiation or mediation shall be submitted to binding arbitration in [City, Colorado], in accordance with the rules of the American Arbitration Association.

Option B: Any dispute that cannot be resolved through negotiation or mediation shall be submitted to non-binding arbitration in [City, Colorado], in accordance with the rules of the American Arbitration Association.

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 law principles. The venue for any legal action shall be in [County], Colorado.

Indemnification and Liability

Mutual Indemnity: Each party agrees to indemnify and hold harmless the other party from and against any and all claims, damages, losses, and expenses arising out of or relating to their respective acts or omissions.

Limits of Liability: In no event shall either party be liable to the other for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement.

The Contractor is responsible for all personal injury, property damage, or other legal claims arising from their own acts or omissions.

Liability for Employee Determination: If the Contractor is determined to be an employee by the Colorado Department of Labor or the Internal Revenue Service, the Contractor shall be liable for any resulting taxes and penalties.

Assignment

Option A: Neither party may assign or delegate its rights or duties under this Agreement without the prior written consent of the other party.

Option B: The Contractor may subcontract portions of the work, but remains responsible for the overall performance.

Client Consent Required: Subcontractors must be approved in writing by the Client.

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, or sent by email to the addresses listed above.

Entire Agreement and Amendment

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

Severability

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

Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.

Counterparts/Electronic Signatures

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 have the same force and effect as original signatures.

Colorado Independent Contractor Status Affirmation

The parties reaffirm that the Contractor controls the means and manner of their work, is free from Client control in fact, and is engaged in an independent business, in compliance with Colorado independent contractor tests and C.R.S. § 8-40-202(2). This Agreement will not be interpreted as creating an employer-employee relationship for purposes of workers’ compensation, unemployment insurance, or employee benefit plans.

Licensure/Registration

Option A: The Contractor is duly licensed, registered, or certified as required by Colorado law to perform the services described herein.

Option B: This section does not apply.

Special Provisions (Optional)

Option A: Background Check: The Contractor shall submit to a background check satisfactory to the Client.

Option B: Security Protocols: The Contractor shall comply with all Client security protocols.

Option C: Safety Assurances: The Contractor assures compliance with all applicable OSHA and industry safety standards.

Option D: Non-Discrimination: The Contractor agrees to comply with all applicable federal and Colorado anti-discrimination laws.

Option E: [Other Special Provision]

Option F: No Special Provisions.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]