Free Template
Vendor Agreement Template
Updated August 25, 2025
Partner with Confidence: Draft vendor agreements to establish clear terms, define deliverables, and grow your business relationships from start to finish.
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A Vendor Agreement is a legal contract between a business and its vendor that specifies goods or services to be delivered, costs, payment schedule, delivery or performance timeline, quality and confidentiality expectations, and terms for resolving issues.
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What is a Vendor Agreement?
A vendor agreement is an agreement made between a business (client) and its vendors supplying the products or services. It spells out everything clearly, from what will be provided to the cost and when it will occur. Everything in black and white upfront reduces the risk of conflicts and paves the way for a smooth, drama-free partnership that keeps a business running like a well-oiled machine!
Who is Considered a Vendor?
A vendor supplies the goods and services a business needs to keep firing on all cylinders! But who exactly qualifies as a vendor?
- The Suppliers: These folks provide the raw materials or products a business needs to make or resell goods.
- The Contractors: Contractors are vendors too! They're the individuals or companies that tackle projects, from building new office space to revamping an IT system.
- The Service Providers: Need help with marketing, consulting, deliveries, or catering? Service providers are vendors who offer a wide range of expertise to keep a business running smoothly.
- The Wholesalers: Wholesalers are vendors who supply products in bulk, often at discounted rates. They get the supplies a business needs to keep things stocked and costs down!
Different Types of Vendor Agreements
Not all vendor agreements are created equal! Just like businesses have different strengths, there are different vendor agreements to suit specific needs.
- Supply Agreement: Need a steady supply of goods to keep your business humming? A supply agreement is your go-to. It ensures a smooth flow of products at agreed-upon prices and terms. No more scrambling for supplies at the last minute!
- Service Level Agreements: Partnering with an IT or telecoms company? A service level agreement (SLA) is your best friend. This agreement spells out exactly what level of service to expect, from lightning-fast response times to the specific tasks they'll handle.
- Purchase Orders: Just need a vendor for a single purchase? A purchase order is the answer! It clearly outlines the quantity, type, and price of the goods or services from a vendor. Think of it as a business handshake for one-off transactions.
- The License Agreement: Licensing software or other intellectual property from a vendor? A license agreement is the key. This agreement clarifies the terms of use and any royalties involved. It ensures the business and the vendor are on the same page about how the software or intellectual property can be used.
What Terms Should Be Included in the Vendor Agreement?
Vendor agreements are blueprints for building a dream team of suppliers and service providers. They ensure everyone's in sync and working towards the same goals. But what exactly should be included in these agreements? Let's break it down!
Generic Terms
- Scope of Work: What exactly is the vendor expected to deliver? Products, services, or both? This section spells out the requirements and specs clearly, so everyone knows what they are to bring to the table. No room for misunderstandings here!
- Pricing and Payment Terms: This part defines how much a vendor gets paid and when (think post-invoice or 30 days after delivery). It might also include preferred payment methods and any late fees for missed deadlines. Clear payment terms ensure everyone gets what they deserve and keep business finances in tip-top shape!
- Delivery Schedules: Need those supplies yesterday to defeat a looming deadline? This area lays out the exact arrival time of the goods or the completion date of the services. It can also include milestones and deadlines, so operations can be planned around a vendor's deliveries!
- Quality Standards and Acceptance Criteria: This section defines the benchmarks for the quality of a vendor's goods and services. It also outlines how a business assesses the quality, ensuring they get top-notch products or services that meet their needs.
- Warranty and Defects: Here are the guarantees a vendor makes about their performance. It also details what happens if their deliveries fall short of expectations. It helps make sure a business always gets what it pays for.
- Confidentiality: A confidentiality clause ensures the vendor keeps confidential information they learn during the business partnership under wraps! It keeps sensitive company data safe so it doesn't get shared and harm the client's business.
Including these important things in an agreement with a vendor creates a clear and safe plan for a successful business relationship!
Vendor-Specific Terms
Even the best business partners (vendors) might have disagreements. That's where these vendor-specific terms come in—they're like special clauses that ensure a smooth partnership:
- Indemnification: This clause covers the plan for compensation for damages or losses caused by the vendor.
- Termination Clauses: Sometimes things don't work out, even with the best intentions. These clauses outline the situations where the business or vendor can hit the eject button and end the agreement early. It's a clear escape protocol to avoid getting stuck in a frustrating situation.
- Renewal Terms: This section details how a business can extend the partnership! It explains how the agreement can continue after the initial term, including any changes to the terms for continued business adventures. Think of it as a power-up for a long-lasting alliance!
Understanding these terms is like having a secret decoder ring for your vendor agreement. They help ensure everyone's expectations are clear, responsibilities are well-defined, and the business relationship thrives!
Using Butterscotch For Your Vendor Agreement
With vendors as partners, nothing can hold a business back, except drafting up that paperwork! With Butterscotch's customizable templates, you can streamline the contract drafting process. Here's why you'll love us:
- Easy-to-Use Templates: Add or change the template to fit your needs, and create a custom agreement in minutes! You can even personalize your contract by adding your personal branding.
- Send with a Click: Forget printing, scanning, and mailing. Securely send contracts electronically!
- Electronic Signatures: Get them signed with electronic signatures by all parties from anywhere.
- Status Tracking: Monitor the status of every contract at a glance, from changes made and when another party has signed.
- Fair Pricing: What you see is what you pay! No hidden fees or other surprises!
- Centralized Storage: All your documents are securely stored in one digital location, accessible anytime, anywhere.
With Butterscotch, managing vendor agreements becomes a breeze, freeing you to focus on what matters—building a thriving business!
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Vendor Agreement
Jim Clark Co.
agreementThis Vendor Agreement (the "Agreement") is entered into on , (the "Effective Date") by and between
(the "Vendor"), with a place of business at , who is engaged in the business of providing certain products and/or services; and
, (the "Client"), with a place of business at , who desires to purchase such products and/or services under the terms of this Agreement.
Vendor and Client may each be referred to individually as a "Party" and together as the "Parties".
1. Term of Agreement
This Agreement shall commence on and shall:
End on
Continue on a month-to-month basis until terminated by either party with days' written notice.
2. Scope of Work
Vendor agrees to provide the products and/or services described in this Agreement (the "Work"). The Work may include, but is not limited to, supplying goods, performing services, or a combination of both, as specified by the parties in writing. Any material change to the Work, including additions, substitutions, or modifications, must be agreed to in writing by both parties before such changes are carried out. Vendor is not responsible for any work or obligations not specifically listed in this Agreement or its exhibits, unless otherwise agreed to in writing.
Type of goods/services:
Quantity (if applicable):
Specifications, requirements, and additional details for goods/services:
All Deliverables shall conform to the specifications listed above and shall be subject to quality standards detailed in Section 5.
3. Delivery Schedule
Deliverables 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.
Delivery Location (if applicable):
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:
Late payments shall incur a penalty of $ or % per month, whichever is greater.
5. Performance, Warranties, and Representations
The Vendor shall supply all products and/or services in accordance with reasonable industry quality standards. The Vendor represents and warrants that products 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 days from the date of delivery of the products or completion of the services, unless a longer period is required by law. If products or services fail to meet these standards within the warranty period, the Vendor will, at its option, repair, replace, or re-perform them within a reasonable time, provided that the Client notifies the Vendor promptly of any issues.
Both Parties agree that such remedies will be the Client’s exclusive recourse for breach of warranty, except where otherwise required by law. The Vendor shall comply with all applicable laws, regulations, and industry requirements in the performance of this Agreement.
6. Party Responsibilities
Vendor shall ensure timely and complete delivery of Deliverables, maintain all required licenses, permits, and insurance, comply with applicable federal, state, and local laws, provide documentation or reporting as requested by the Client, address issues, defects, or delays promptly.
Client shall provide clear specifications, access, or approvals necessary for Vendor to perform, cooperate in a timely manner with Vendor’s reasonable requests, pay all invoices in accordance with the agreed terms, failure by the Client to fulfill obligations may result in delays or additional charges. Client will have a reasonable period, not to exceed business days, to review and accept or reasonably reject the Work after delivery. If Client does not respond within that period, the Work will be deemed accepted.
7. Confidentiality and Non-Disclosure
Each Party agrees to treat as confidential all information disclosed by the other Party that is identified as confidential or that reasonably should be understood to be confidential, whether disclosed orally, in writing, or electronically (“Confidential Information”). Confidential Information may include, but is not limited to, business strategies, customer data, technical information, and personal data. Neither Party will use the other’s Confidential Information for any purpose other than to perform its obligations under this Agreement, and neither Party will disclose such information to any third party without prior written consent, unless required by law. Both Parties will use reasonable measures to protect the confidentiality and security of such information.
Where personal data is processed under this Agreement, both Parties agree to comply with all applicable data protection and privacy laws, use personal data only as necessary to perform their obligations, and delete or return such data when no longer needed or upon termination of this Agreement. This clause shall survive termination of the Agreement for a period of years.
8. Intellectual Property and Usage Rights
Each party will keep ownership of the intellectual property (such as trademarks, logos, designs, software, or written materials) that it created before this Agreement or develops independently outside of this Agreement.
Any intellectual property created by the Vendor specifically for the Client under this Agreement will belong to the:
Client / Vendor 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 project in future work.
Neither Party may use the other’s intellectual property (including logos, business names, or proprietary materials) without prior written consent, except as needed to carry out the work described in this Agreement.
9. Amendments
This Agreement may be amended or modified only by a written agreement signed by both Parties. Any amendments to this Agreement shall be binding only if they are in writing and signed by both Parties.
10. Termination
Either Party may terminate this Agreement for any reason by giving the other Party thirty (30) days’ prior written notice. In addition, either Party may terminate this Agreement immediately if the other Party (a) materially breaches any term of this Agreement and fails to cure the breach within fifteen (15) days after receiving written notice, or (b) becomes insolvent, files for bankruptcy, or ceases business operations.
Upon termination, Vendor shall be paid for all products delivered or services performed up to the effective date of termination, and each Party shall promptly return or destroy the other Party’s confidential information. Termination shall not affect any rights or obligations that, by their nature, are intended to survive termination, including but not limited to payment obligations, confidentiality, and indemnification.
11. Insurance
Each Party shall, at its own cost, maintain insurance that is reasonably appropriate to cover its 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 a Party has employees.
Other Insurance (e.g., Industry-Specific) that is legally required or reasonably necessary based on the nature of the services being performed, described in the fields below:
Upon reasonable request, each Party shall provide the other with a certificate of insurance showing that the required coverage is in effect. Neither Party shall not cancel or materially reduce such insurance without at least thirty (30) days’ prior written notice to other Party. Maintaining insurance does not limit or replace a Party’s responsibility for its own acts, omissions, or contractual obligations under this Agreement.
12. Licenses and Compliance
Each Party represents and warrants that it holds, and will maintain throughout the term of this Agreement, all licenses, permits, and certifications required by applicable law and industry standards to perform its obligations under this Agreement. Each Party shall provide proof of such licenses and certifications upon reasonable request of the other Party.
If a Party’s license, permit, or certification is suspended, revoked, expired, or otherwise affected in a way that could impact, or could reasonably be expected to impact, its performance under this Agreement, that Party shall immediately notify the other Party in writing within ten (10) days. Such event shall constitute a material breach, and the other Party may: (a) pause or suspend the Agreement until compliance is restored, or (b) immediately suspend its own performance and/or terminate this Agreement without penalty or further obligation.
Both Parties shall comply with all applicable laws and regulations, including but not limited to, labor, tax, and safety codes. Except as stated above, neither Party guarantees or makes promises about licenses or certifications beyond what is legally required.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, government orders or restrictions, labor disputes, power outages, supply chain interruptions, or other unforeseen circumstances ("Force Majeure Event").
The affected Party shall, as soon as practicable, notify the other Party in writing of the Force Majeure Event and use reasonable efforts to limit its impact. Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event and resume as soon as reasonably possible. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without penalty.
14. Indemnification; Limitation of Liability
Each Party shall be responsible for its own acts, errors, and omissions, and those of its employees, officers, or agents in connection with this Agreement. Neither Party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits, loss of business, or loss of data, even if advised of the possibility of such damages. The total liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total fees paid or payable to the Vendor under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.
Notwithstanding the foregoing, nothing in this clause shall limit or exclude liability for: (a) fraud or intentional misconduct; (b) gross negligence; (c) breach of confidentiality obligations; or (d) liability that cannot be limited or excluded under applicable law. This clause shall survive the termination or expiration of this Agreement.
15. Notices
All notices, authorizations, and requests in connection with this Agreement shall be deemed given on the day they are (a) deposited in the mail, postage prepaid, certified or registered, return receipt requested; (b) sent by air express courier (e.g., DHL, Federal Express, or UPS), charges prepaid, return receipt requested, and addressed as set forth below; or (c) deemed given on the business day after delivery if notice is given by email of a PDF document (with confirmation of transmission and no bounce-back message). Either party may change its address or email for notice purposes by providing written notice to the other party in accordance with this Section.
All notices to Client in connection with this Agreement shall be sent to:
Client Name:
Address:
Phone: Email:
Attn:
All notices to Vendor in connection with this Agreement shall be sent to:
Vendor Name:
Address:
Phone: Email:
Attn:
16. Dispute Resolution; Governing Law
This Agreement shall be governed by and interpreted under the laws of the State , without regard to conflict-of-law rules.
The Parties agree that any dispute arising out of or relating to this Agreement, or the breach thereof, shall first be resolved through good faith negotiations between the Parties. If the dispute is not resolved within thirty (30) days of written notice by either Party, the Parties shall submit the matter to mediation before a mutually agreed upon neutral mediator, with the costs of mediation to be shared equally. If mediation is unsuccessful, either Party may pursue legal action in a court of competent jurisdiction located in the State of in County.
Each Party shall bear its own attorneys’ fees and costs, except as otherwise ordered by the court. Nothing in this Section shall prevent either Party from seeking immediate injunctive or equitable relief in order to prevent irreparable harm.
17. Amendments
This Agreement may only be changed, modified, or supplemented by a written document signed by both Parties. No verbal changes or informal emails will have any legal effect unless confirmed in a signed writing by both Parties.
18. Severability
If any part of this Agreement is found to be invalid, unlawful, or unenforceable, that part will be removed or limited only as much as necessary, and the rest of the Agreement will remain fully valid and enforceable.
19. Assignment
Neither Party may transfer or assign this Agreement, or any of its rights or obligations under it, to another person or company without the prior written consent of the other Party. However, either party may assign this Agreement without consent if it is part of a merger, acquisition, or sale of substantially all of its assets, provided that the new party agrees in writing to be bound by all the terms of this Agreement. Any attempted assignment in violation of this clause will be void.
20. Entire Agreement
This Agreement, including any Exhibits, attachments, or schedules referenced herein, is the complete and final understanding between the Parties regarding the goods and/or services provided. It replaces all prior discussions, negotiations, promises, or agreements, whether oral or written, relating to the same subject matter. No other agreements or understandings will be binding unless made in writing and signed by both Parties.
21. Waiver
The failure of any Party to enforce any provision of this agreement shall not constitute a waiver by such Party of any provision. The past waiver of a provision by either Party shall not constitute a course of conduct or a waiver in the future with respect to the same provision.
By signing below, both parties acknowledge that they have read, understood, and agreed to the terms of this Agreement.
ParticipantsSignatures-
Click to signJohn Doe
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Click to signJim Clark
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