Vendor Agreement Template

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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  • VENDOR

    Agreement

    Jim Clark Co
  • Vendor Agreement

    Jim Clark Co.

    agreement

    This Vendor Agreement ("Agreement") is made and entered into on , by and between:

    Participants
    Terms


    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 Goods or Services


    Vendor agrees to provide the following goods and/or services (the “Deliverables”):

    • Type of goods/services: 
    • Quantity (if applicable): 
    • Specifications/requirements: 
    • Additional details (if needed): 


    All Deliverables shall conform to the specifications listed above and shall be subject to quality standards detailed in Section 6.


    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): 


    Time is of the essence in the performance of this Agreement unless otherwise agreed upon in writing.


    4. Payment Terms


    Total Contract Value: $


    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 Method: 


    Late payments shall incur a penalty of $ or % per month, whichever is greater.


    5. Performance Standards


    Vendor agrees to perform all services and deliver all goods:

    • In accordance with industry standards and applicable laws
    • Free from material defects and in a professional, workmanlike manner
    • Using qualified personnel, equipment, and materials
    • Failure to meet agreed standards shall entitle Client to withhold payment or require re-performance, repair, or replacement at Vendor’s expense.


    6. Vendor 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


    7. Client Responsibilities


    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.


    8. Confidentiality and Non-Disclosure


    If either party gains access to confidential or proprietary information of the other, it shall:

    • Use such information solely for the purposes of this Agreement
    • Not disclose it to third parties without prior written consent
    • Take reasonable steps to safeguard confidentiality


    This clause shall survive termination of the Agreement for a period of  years.


    9. Intellectual Property and Usage Rights


    All intellectual property created by the Vendor in the course of this Agreement shall be:

     The sole property of the Client

     Licensed to the Client for use under .


    Vendor shall not reproduce, sell, or use the Client’s branding, content, or data without written consent.


    10. Amendments


    This Agreement may only be amended in writing, signed by both Parties. No oral modifications shall be binding.


    11. Termination


    This Agreement may be terminated:

    • By either Party with  days’ written notice
    • Immediately by either Party in the event of material breach
    • By mutual written agreement


    Upon termination, the Client shall pay for all completed work or delivered goods to date, unless terminated due to Vendor’s default.


    12. Insurance and Legal Compliance


    Vendor represents and warrants that it maintains:

     General liability insurance in the amount of $

     Workers’ compensation coverage (if applicable)

     Additional: 


    Vendor shall comply with all applicable laws and regulations including labor, tax, and safety codes.


    13. Force Majeure


    Neither Party shall be liable for failure to perform due to unforeseen circumstances beyond their control, including but not limited to natural disasters, war, government orders, strikes, or power outages.

    Obligations shall resume as soon as performance becomes possible.


    14. Limitation of Liability and Indemnification


    To the fullest extent permitted by law:

    • Vendor’s total liability under this Agreement shall not exceed the amount paid under this Agreement.
    • Neither party shall be liable for indirect, consequential, or punitive damages.
    • Each Party agrees to indemnify, defend, and hold harmless the other from any third-party claims arising from their own negligence, misconduct, or breach.


    15. Dispute Resolution


    In the event of a dispute, the Parties agree to:

     Attempt to resolve disputes through informal negotiation

     Proceed to mediation or binding arbitration prior to litigation

     Litigate in the courts of 


    The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.


    16. Entire Agreement


    This document constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements. No oral statements or prior written materials shall alter the meaning or intent of this Agreement.


    By signing below, both parties acknowledge that they have read, understood, and agreed to the terms of this Agreement.

    Signatures
    • Click to sign
      John Doe
    • Click to sign
      Jim Clark
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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!

Vendor Agreements

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