Vendor Agreement Template

This Vendor Agreement (the "Agreement") is entered into on , (the "Effective Date") by and between

 (the "Vendor"), with a place of business at , who provides certain products, services, or both; and

, (the "Client"), with a place of business at , who wishes to purchase those products, services, or both, under this Agreement.

The Client and the Vendor may each be referred to individually as a "Party" and together as the "Parties". Key terms used in this Agreement, including "Written Notice", have the meanings set forth in the Definitions section, unless otherwise stated.

1. Term of Agreement

This Agreement shall commence on  and shall, as selected:

 End on 

 Continue month-to-month until either the Client or the Vendor ends it with  days' written notice.

2. Scope of Work

The Vendor agrees to provide the goods, services, or both, described in this Agreement (the "Work"). The Work may include supplying goods, performing services, or both, as specified in writing. Any major change to the Work (additions, substitutions, or modifications) must be agreed to in writing by both the Client and the Vendor before going ahead. The Vendor is not responsible for work or obligations not listed in this Agreement or its exhibits, unless agreed to in writing.

The Work provided by the Vendor shall be as follows:

 

Quantity (if applicable):  units

Specifications, requirements, and additional details:  



All Work shall conform to the specifications listed above and shall be subject to quality standards detailed in the Performance, Warranties, and Representations section.

3. Delivery Schedule

The Work shall be:

 Delivered in a single installment by 

 Delivered in recurring installments according to the following schedule: 

 Delivered upon request within  days of written notice by the Client.

The delivery location for the Work, if applicable, is at: 



4. Payment Terms

Total Fee: $

Payment shall be made as follows:

 Lump sum payment of $ upon completion

 Installments of $ due on 

 50% deposit of $ due upon signing, balance due on 

Payment Schedule:

$ due on  for 

$ due on  for 

$ due on  for 

$ due on  for 

Accepted Payment Methods: 

Invoices are due within 30 days of the invoice date. Late payments, meaning amounts not received by the due date, shall incur a penalty of $ or % per month, whichever is greater.

5. Performance, Warranties, and Representations

The Vendor shall supply the Work in accordance with reasonable industry quality standards. The Vendor represents and warrants the Work delivered will be free from material defects in workmanship and materials, and that services will be performed in a professional and competent manner.

These warranties will remain in effect for a period of 30 days from the date of delivery or completion, unless a longer period is required by law. If the Work doesn't meet these standards, the Vendor will repair, replace, or re-perform them at the Vendor’s expense, within a reasonable time, as long as the Client notifies the Vendor promptly. The Client and the Vendor agree these remedies are the Client’s only recourse for breach of warranty, unless otherwise required by law. The Vendor will follow all applicable laws, regulations, and industry requirements.

6. Responsibilities of the Client and the Vendor

The Vendor shall ensure timely and complete delivery of the Work, maintain all required licenses, permits, and insurance, comply with applicable federal, state, and local laws, provide documentation or reporting as requested by the Client, and address issues, defects, or delays promptly.

The Client shall provide clear specifications, access, or approvals needed for the Vendor to perform, cooperate in a timely manner with Vendor’s reasonable requests, and pay all invoices on time. Failure by the Client to fulfill obligations may result in delays or additional charges. The Client will have up to 14 business days to review and accept or reasonably reject the Work after its delivery or completion. If the Client does not respond, the Work will be deemed accepted.

7. Confidentiality and Data Protection

The Client and the Vendor will keep confidential all information shared by the other that is marked confidential or should reasonably be understood as such, whether shared orally, in writing, or electronically ("Confidential Information"). This includes business strategies, customer data, technical information, and personal data. Confidential Information may only be used to perform obligations under this Agreement and may not be disclosed to third parties without written consent, unless required by law. Both the Client and the Vendor will take reasonable measures to protect it.

If personal data is processed under this Agreement, the Client and the Vendor will comply with applicable data protection laws, use such data only as needed to perform their obligations, and delete or return it when no longer required or upon termination. These obligations survive for  years after the Agreement ends.

8. Intellectual Property and Usage Rights

The Client and the Vendor each retain ownership of intellectual property created before this Agreement or developed independently outside of it.

Intellectual property created by the Vendor specifically for the Client under this Agreement will belong to whichever is selected below:

 The Client -- to confirm consent of the Client's ownership, the Vendor must initial: .

 The Vendor -- to confirm consent of the Vendor's ownership, the Client must initial: .

Ownership transfers once payment is made in full, unless otherwise agreed in writing.

The Vendor may keep a copy of the Work for its records and use general skills, know-how, and non-confidential methods learned during the process of the Work. The Client and the Vendor may not use each other’s intellectual property (including logos, business names, or proprietary materials) without prior written consent, except as required to perform this Agreement.

9. Termination

The Client or the Vendor may: (i) end this Agreement for any reason with 30 days’ written notice; or (ii) end this Agreement immediately if the other breaches this Agreement and doesn’t fix it within 15 days of notice, or if the other becomes insolvent, files for bankruptcy, or ceases operations.

Upon termination, the Vendor will be paid for all Work delivered up to the termination date. Both the Client and the Vendor must return or destroy the other’s confidential information. Termination does not affect obligations that survive, including payment, confidentiality, and indemnification.

10. Insurance

The Client and the Vendor shall, at their own cost, maintain insurance appropriate to cover their obligations and potential liabilities under this Agreement, including at a minimum:

General Liability Insurance covering bodily injury, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

 Workers’ Compensation Insurance as required by applicable law, if the Client or the Vendor has employees.

 Other Insurance that is legally required or reasonably necessary insurance based on the services performed, described below:





Upon reasonable request, the Client or the Vendor shall provide the other with a certificate of insurance showing that coverage is in effect. Insurance may not be canceled or materially reduced without at least 30 days’ prior written notice to the other. Having insurance does not replace responsibility for acts, omissions, or obligations under this Agreement.

11. Licenses and Compliance

The Client and the Vendor each confirm that they hold, and will maintain, all licenses, permits, and certifications required by law and industry standards to perform their obligations throughout the term of this Agreement. Proof must be provided upon reasonable request.

If a license, permit, or certification is suspended, revoked, expired, or otherwise affected in a way that impacts performance, the affected Client or Vendor must notify the other in writing within 10 business days. This is a material breach. The other may pause the Agreement until compliance is restored, or suspend its own performance, or terminate the Agreement without penalty.

The Client and the Vendor will comply with all applicable laws and regulations, including labor, tax, and safety rules. Neither makes promises about licenses or certifications beyond what the law requires.

12. Indemnification and Limitation of Liability

The Client and the Vendor are each responsible for their own acts, errors, and omissions, and for those of their employees, officers, or agents under this Agreement. Neither the Client nor the Vendor is liable for indirect, incidental, special, or consequential damages, including lost profits, business, or data, even if advised of the possibility.

The total liability of the Client or the Vendor for any claim related to this Agreement shall not exceed the total fees paid or payable to the Vendor in the 12 months immediately before the event giving rise to the claim. This limitation does not apply to liability arising from fraud or intentional misconduct, gross negligence, breach of confidentiality obligations, indemnification obligations, or liability that cannot be limited under applicable law. These obligations survive termination or expiration of the Agreement.

13. Dispute Resolution and Governing Law

This Agreement is governed by the laws of the State of  in the United States of America, without regard to conflict-of-law rules. Nothing in this Section prevents either Party from seeking immediate relief from a court or arbitrator to prevent serious or irreparable harm.

Any dispute shall first be addressed through direct discussion. If not resolved within 30 days of written notice, both Parties shall mediate with a mutually agreed mediator. If mediation does not result in a signed settlement within 30 days of initiation (or longer if agreed in writing), the dispute shall be resolved by the method selected below:

 Binding arbitration under the rules of , seated in . The arbitrator’s decision is final and enforceable in any court with jurisdiction. Arbitration costs are shared equally unless awarded to the prevailing Party.

 Litigation in the state or federal courts located in . The prevailing Party may recover reasonable attorneys' fees and costs, to the extent permitted by the law.

14. Entire Agreement, Amendments, and Counterparts

This Agreement, including all exhibits and attachments, is the complete and final understanding between the Client and the Vendor and replaces all prior agreements on the same subject. It may be amended only signed by both the Client and the Vendor, either as a single signed copy or through electronic copies exchanged between them. Electronic signatures have the same effect as originals.

15. Severability, Waiver, and Survival

If any part of this Agreement is found invalid or unenforceable, it will be limited or removed as necessary, and the rest will remain in effect. Failure to enforce any provision does not waive it, and a past waiver does not create a future waiver. Provisions that by their nature extend beyond termination, including confidentiality, intellectual property, and dispute resolution, shall survive termination to the extent permitted by law.

16. Force Majeure

Neither the Client nor the Vendor is liable for delays or failures (except payment) caused by events beyond its reasonable control, including but not limited to, natural disasters, pandemics, labor disputes, supply chain failures, war, or government action. The affected Client or Vendor shall promptly notify the other and use reasonable efforts to resume performance. If such events last more than 30 days, either the Client or the Vendor may terminate this Agreement without penalty.

17. Notices and Contact Information

Notices related to this Agreement shall be sent to the following addresses. Either Party may update its notice details by Written Notice to the other.

To the Client:

Name: 

Address:  Attn: 

Email:  Phone: 

Phone numbers are provided for convenience only and are not valid for Written Notices under this Agreement.

To the Vendor:

Name:  Attn: 

Address:  

Email:  Phone: 

Phone numbers are provided for convenience only and are not valid for Written Notices under this Agreement.

18. Exhibits and Attachments

Exhibits referenced and attached are part of this Agreement. If terms conflict, this Agreement controls unless an Exhibit expressly states otherwise and is signed by both the Client and the Vendor. Exhibits may be updated only in writing, signed by both.

• Exhibit A: 
• Exhibit B: 

19. Definitions

For purposes of this Agreement:

• “Written Notice” means a notice or other communication required under this Agreement that is in writing and delivered by personal delivery, certified or registered mail, recognized courier with proof of delivery, or email with confirmation of receipt, to: (i) the addresses on file; or (ii) the addresses specified in the Notices section.

20. Signatures

By signing below, the Client and the Vendor agree to the terms and conditions outlined in this Agreement.