Vendor Agreement Template

This Vendor Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Buyer Name], with its principal place of business at [Address] (“Buyer”), and [Vendor Name], with its principal place of business at [Address] (“Vendor”).

1. Goods and Services

Vendor will provide the goods and services described in Exhibit A in accordance with the specifications and quality standards stated therein.

2. Pricing and Payment

Prices are set out in Exhibit B. Buyer will pay invoices within [Payment Terms] days. Vendor will not increase prices without prior written consent.

3. Delivery and Acceptance

Vendor will deliver to [Delivery Location] by [Delivery Date] and provide tracking or proof of delivery. Buyer will inspect deliveries within [Inspection Period] days and may reject nonconforming goods.

4. Warranties

Vendor warrants that goods and services will conform to specifications, be free from defects, and comply with applicable laws for [Warranty Period].

5. Indemnification

Vendor will indemnify Buyer for claims arising from Vendor’s breach, negligence, or IP infringement in the goods or services.

6. Confidentiality

Each Party will protect the other Party’s confidential information and use it only for performance of this Agreement.

7. Term and Termination

This Agreement continues for [Term] and may be terminated for material breach with [Notice Period] days’ notice if not cured.

8. Limitation of Liability

Neither Party is liable for indirect or consequential damages. Vendor’s total liability is limited to amounts paid under this Agreement during the [Prior Period].

9. Compliance

Vendor will comply with all applicable laws, including labor, safety, and environmental requirements.

10. Governing Law

This Agreement is governed by the laws of [Governing Law Jurisdiction].

11. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

12. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements. No representations or statements not contained in this Agreement will be binding.

13. Amendment

This Agreement may only be amended or modified by a written document signed by both Parties.

14. Waiver

No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly stated.

15. Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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