Colorado service contract template

Colorado Service Contract

This Service Contract (the "Agreement") is made and effective as of [Date],

• BETWEEN [Service Provider Name], whose address is [Service Provider Address], and whose entity status is [Service Provider Entity Status] (the "Service Provider"),
• AND [Client Name], whose address is [Client Address], and whose entity status is [Client Entity Status] (the "Client").

• Scope of Services:
  • The Service Provider agrees to provide the following services to the Client: [Detailed Description of Services].
  • Deliverables: [Description of Deliverables].
  • Project Milestones: [List of Project Milestones].
  • Standards and Methods of Service Delivery: [Description of Standards and Methods].
  • Option A: Ongoing (Recurring) Services
    • The Service Provider will provide the services on a recurring basis, as described above.
  • Option B: One-Time Project-Based Services
    • The services will be provided as part of a one-time project, with completion anticipated by [Completion Date].

• Contract Term:
  • Option A: Fixed Term
    • This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Months/Years], expiring on [End Date].
  • Option B: Renewal Basis
    • This Agreement shall commence on [Start Date] and shall automatically renew for successive terms of [Number] [Months/Years], unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
  • Option C: As Needed
    • This Agreement shall commence on [Start Date] and continue until terminated by either party with [Number] days written notice.

• Compensation and Payment Terms:
  • Total Fees: The total fees for the services provided under this Agreement shall be [Dollar Amount].
  • Fee Calculation Method:
    • Option A: Hourly Rate: The Service Provider shall be paid at an hourly rate of [Dollar Amount].
    • Option B: Flat Fee: The Service Provider shall be paid a flat fee of [Dollar Amount].
    • Option C: Per Deliverable: The Service Provider shall be paid [Dollar Amount] per deliverable.
  • Payment Schedule: [Description of Payment Schedule].
  • Invoicing Procedures: [Description of Invoicing Procedures].
  • Late Payment Penalties: Late payments shall be subject to a penalty of [Percentage]% per month.
  • Option A: Reimbursement of Expenses: The Client shall reimburse the Service Provider for reasonable and necessary expenses incurred in connection with the provision of services, subject to prior written approval.

• Option A: Performance Standards and Service Level Agreements (SLAs):
  • The Service Provider shall meet the following performance standards: [Description of Performance Standards and SLAs].
  • Metrics: [Description of Metrics].

• Option A: Client Obligations and Cooperation Requirements:
  • The Client shall provide the Service Provider with the following:
    • Access to Facilities: [Description of Access Requirements].
    • Provision of Information: [Description of Information Requirements].
    • Approval Processes: [Description of Approval Processes].

• Confidentiality and Non-Disclosure:
  • Definition of Confidential Information: [Definition of Confidential Information].
  • Obligations of Each Party: [Description of Obligations].
  • Duration of Confidentiality: The obligations of confidentiality shall continue for a period of [Number] [Months/Years] after the termination of this Agreement.
  • Permitted Disclosures: [Description of Permitted Disclosures].
  • Option A: High Level of Confidentiality Protection: [Detailed Clause for Enhanced Confidentiality].

• Intellectual Property Rights:
  • Option A: Full Assignment: All intellectual property rights in any work product, pre-existing materials, or deliverables created by the Service Provider under this Agreement shall be fully assigned to the Client.
  • Option B: License-Back: The Service Provider retains ownership of the intellectual property rights, but grants the Client a perpetual, irrevocable, non-exclusive license to use the work product, pre-existing materials, and deliverables.
  • Option C: Joint Ownership: Intellectual property rights shall be jointly owned by the Service Provider and the Client.

• Option A: Warranties and Representations:
  • Minimum Standards of Service: The Service Provider warrants that the services will be performed in a professional and workmanlike manner.
  • Compliance with Laws: The Service Provider warrants that it will comply with all applicable laws and regulations.
  • Non-Infringement of Third-Party Rights: The Service Provider warrants that the services and deliverables will not infringe upon the intellectual property rights of any third party.
  • Authority to Enter the Contract: Each party warrants that it has the authority to enter into this Agreement.

• Option A: Indemnification and Limitation of Liability:
  • Indemnification: The Service Provider shall indemnify and hold harmless the Client from and against any and all losses, damages, liabilities, costs, and expenses arising out of or related to the Service Provider's breach of this Agreement or negligent acts or omissions.
  • Limitation of Liability: The Service Provider's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Service Provider under this Agreement. The Service Provider shall not be liable for consequential, incidental, indirect, or special damages.

• Termination:
  • Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party breaches any material provision of this Agreement.
  • Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice.
  • Required Notice Periods: [Description of Notice Periods].
  • Obligation to Cure Breaches: The breaching party shall have [Number] days to cure the breach.
  • Settlement of Amounts Due Upon Termination: Upon termination, the Client shall pay the Service Provider for all services performed up to the date of termination.

• Option A: Non-Compete, Non-Solicitation, and Conflict of Interest:
  • Non-Compete: During the term of this Agreement and for a period of [Number] [Months/Years] thereafter, the Service Provider shall not engage in any business that competes with the business of the Client within [Geographic Area]. NOTE: This clause is subject to the limitations of Colorado law regarding non-compete agreements.
  • Non-Solicitation: During the term of this Agreement and for a period of [Number] [Months/Years] thereafter, the Service Provider shall not solicit the employees or customers of the Client.
  • Conflict of Interest: The Service Provider warrants that it has no existing conflicts of interest that would interfere with its ability to perform the services under this Agreement.

• Dispute Resolution:
  • Option A: Negotiation: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
  • Option B: Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Colorado], using a mediator mutually agreed upon by the parties. Note: Consider referencing mandatory mediation under Colorado statutes.
  • Option C: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option D: Court Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, Colorado]. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

• Option A: Insurance and Bonding Requirements:
  • General Liability Insurance: The Service Provider shall maintain general liability insurance with a minimum coverage of [Dollar Amount].
  • Professional Liability Insurance: The Service Provider shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].
  • Workers' Compensation Insurance: The Service Provider shall maintain workers' compensation insurance as required by Colorado law. NOTE: Include this clause if the Service Provider will have employees.

• Compliance with Applicable Laws and Regulations:
  • The Service Provider shall comply with all applicable federal, state (including Colorado), and local laws and regulations.
  • The Service Provider shall ensure it is in compliance with the Colorado Consumer Protection Act.
  • Specific Statute References (Optional): [List any Specific Colorado Statutes, e.g., Data Privacy Act].

• Assignment and Subcontracting:
  • Option A: Prohibition: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party.
  • Option B: Consent Required: Either party may assign its rights or delegate its duties under this Agreement with the prior written consent of the other party, which consent shall not be unreasonably withheld.
  • Option C: Approval Processes: Any assignment or delegation shall be subject to the following approval processes: [Description of Approval Processes].

• 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 following addresses:
    • To the Service Provider: [Service Provider Name], [Service Provider Address], [Service Provider Email]
    • To the Client: [Client Name], [Client Address], [Client Email]

• Option A: 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, natural disasters, government orders, and labor strikes.

• Amendments and Modifications:
  • No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both parties.
  • Option A: Electronic Amendments Permitted: Amendments may be executed electronically.
  • Option B: Hard Copy Amendments Only: Amendments must be executed in hard copy.

• Entire Agreement and Severability:
  • This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.
  • 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.

[Service Provider Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]