Colorado IT independent contractor agreement template

Colorado IT Independent Contractor Agreement

This Colorado IT Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] day of [Month], [Year], by and between:

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], including its physical address and email address [Client Email Address] and, if applicable, its business registration number [Client Business Registration Number] (the “Client”), and

[Contractor Legal Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address], including its physical address and email address [Contractor Email Address] and, if applicable, its business registration number [Contractor Business Registration Number] (the “Contractor”).

1. Scope of Services

Option A: General Description

The Contractor agrees to provide the following IT services to the Client: [Detailed Description of IT Services, e.g., software development, network administration, cybersecurity, system integration, cloud migration, technical support].

Option B: Specific Tasks and Deliverables

The Contractor will perform the following specific tasks and deliver the following deliverables:

Task 1: [Task 1 Description]; Deliverable: [Deliverable 1 Description]

Task 2: [Task 2 Description]; Deliverable: [Deliverable 2 Description]

Task 3: [Task 3 Description]; Deliverable: [Deliverable 3 Description]

Option C: Technical Standards and Benchmarks

The Contractor will adhere to the following technical standards: [Specific technical standards such as coding language, code quality requirements, documentation standards]. Performance will be measured against the following benchmarks: [Specific performance benchmarks].

2. Project Schedule

Option A: Fixed Dates

The project will commence on [Start Date] and conclude on [End Date].

Option B: Milestones and Deliverable Dates

Milestone 1: [Milestone 1 Description], Completion Date: [Milestone 1 Date]

Milestone 2: [Milestone 2 Description], Completion Date: [Milestone 2 Date]

Final Deliverable Submission Date: [Final Deliverable Date]

Option C: Reporting and Meetings

The Contractor will provide progress reports [Reporting Frequency, e.g., weekly, bi-weekly] in [Reporting Format, e.g., written report, email]. Meetings will be held [Meeting Frequency, e.g., weekly, bi-weekly] via [Meeting Platform, e.g., Zoom, Microsoft Teams].

3. Work Location

Option A: On-Site

Services will be performed on Client premises at [Client Address]. The Contractor will comply with all Client IT and facility policies.

Option B: Remote (Colorado)

Services will be performed remotely within the state of Colorado.

Option C: Hybrid

Services will be performed [Number] days per week on Client premises at [Client Address], and the remainder remotely.

Requirements:

The Contractor is responsible for securing and maintaining reliable internet access. The Contractor will utilize a VPN, if provided, and is responsible for securing and maintaining all equipment and software used.

4. Service Fees and Payment

Option A: Hourly Rate

The Contractor will be paid at an hourly rate of [Hourly Rate]. Time tracking requirements: [Detailed time-tracking requirements].

Option B: Fixed Fee

The total fixed fee for the services is [Fixed Fee Amount].

Option C: Milestone Payments

Payment will be made upon completion of the following milestones:

Milestone 1: [Milestone 1 Description], Payment: [Payment Amount]

Milestone 2: [Milestone 2 Description], Payment: [Payment Amount]

Final Deliverable: Payment: [Payment Amount]

Payment Terms:

Invoices will be submitted [Invoice Submission Frequency, e.g., monthly] and payment will be made within [Number] days of invoice receipt. Late payment penalties: Interest will accrue at the rate of [Interest Rate]% per month, as permitted by Colorado law. The Parties agree to electronic payments. The Client shall not be responsible for Colorado sales or use taxes.

5. Intellectual Property

Option A: Client Ownership

All intellectual property, including source code, work product, inventions, data, and documentation, created by the Contractor in connection with the services shall be the sole and exclusive property of the Client.

Option B: Contractor Pre-Existing Rights

The Contractor retains all rights to pre-existing materials. The Contractor grants to the Client a [License Type, e.g., perpetual, non-exclusive] license to use such materials.

Third-Party Components:

Licensing terms for reused libraries: [Specific licensing terms]. Treatment of open-source contributions: [Specific treatment of open-source contributions].

6. Cybersecurity and Confidentiality

The Contractor shall comply with all Client security protocols and Colorado data protection statutes, including the Colorado Privacy Act.

The Contractor shall handle, process, and store sensitive or regulated data (e.g., protected health or financial information) in accordance with applicable laws and regulations.

Mandatory breach notification timeline: [Number] hours.

The Contractor shall execute a separate Non-Disclosure Agreement, attached as Exhibit A.

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client.

The Contractor is responsible for all federal and Colorado state and local taxes, business licenses, and insurance.

The Contractor must comply with the Colorado Department of Labor & Employment tests for independent contractor classification.

8. Subcontracting

Subcontracting is [Allowed/Not Allowed].

If allowed, the Contractor must obtain the Client’s written consent prior to subcontracting any services.

All subcontractors must be vetted and must comply with Client security policies and Colorado law.

9. Representations and Warranties

The Contractor represents and warrants that it has the authority to enter into this Agreement, that its services will not infringe on any third-party intellectual property rights, and that it will use only legal software and tools.

10. Indemnification and Limitation of Liability

The Contractor shall indemnify and hold harmless the Client from any and all claims, damages, and expenses arising out of (i) data breaches, (ii) service interruptions, (iii) code or deliverable defects, and (iv) third-party claims.

The Client's liability will be capped at [Dollar amount or description of cap], to the extent permitted by Colorado law.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including but not limited to acts of God, war, terrorism, and natural disasters. Specific business continuity plan for IT outages or loss of internet connectivity: [Detailed plan].

12. Termination

This Agreement will expire on [Expiration Date].

The Client may terminate this Agreement with [Number] days’ written notice.

The Client may terminate this Agreement immediately for cause, including security incidents or non-compliance.

Upon termination, the Contractor shall deliver all deliverables, including code, documentation, and passwords, to the Client, and shall destroy or return all sensitive data.

13. Post-Termination Obligations

The Contractor shall provide [Number] hours of transition support to the Client.

The Contractor shall maintain the confidentiality of Client data.

14. Compliance with Laws

The Contractor shall comply with all applicable state and federal laws and regulations, including Colorado cybersecurity, data privacy, and tax laws.

Compliance with industry-specific regulations: [Specific compliance requirements, e.g., HIPAA, CCPA analogues, PCI DSS].

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue shall be in the relevant state or federal courts located in [County Name] County, Colorado.

16. Dispute Resolution

The parties agree to first attempt to resolve any disputes through negotiation.

If negotiation fails, the parties agree to participate in mediation in accordance with the Colorado Dispute Resolution Act.

Optional arbitration under Colorado law: [Arbitration details].

17. Non-Solicitation and Non-Compete

The Contractor shall not solicit the Client’s employees or customers for a period of [Number] months following termination of this Agreement, within [Geographic Scope], to the extent permitted by Colorado law.

Liquidated Damages for breach: [Dollar Amount], as permitted by Colorado law.

18. Change Orders

Any changes to the scope of services must be documented in a written change order signed by both parties, including adjusted fees and delivery schedule changes.

19. Notices

All notices under this Agreement shall be in writing and delivered to the designated contacts:

Client Contact: [Client Contact Name], [Client Contact Email]

Contractor Contact: [Contractor Contact Name], [Contractor Contact Email]

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

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

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

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

[Contractor Legal Name]

By: [Contractor Authorized Representative Name]

Title: [Contractor Authorized Representative Title]