When should I use a vendor agreement?

Use a vendor agreement for recurring or repeatable purchases from a supplier. For a one-off professional engagement, a services or consulting agreement may fit better. For software access, use a SaaS subscription or license. Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

Can I download this vendor agreement template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator (https://www.formabledocs.com/contract-creator/vendor-agreement).

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign. Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

When should I use the free contract creator instead of editing the file?

Use the free contract creator if you want guided choices for who you are, what is supplied, pricing, term, and governing law, without hunting through every blank yourself.

Vendor Agreement

Supply, pricing, delivery, and warranties for buying goods or services from a vendor.

Create contract for free

What this contract contains

Preamble and parties. Names the supply relationship and each party as Customer or Vendor. Choose your side in the creator.

Supply. Describes what the vendor will supply and how purchase orders sit under this agreement.

Pricing and payment. Sets pricing and a 30-day payment period for undisputed invoices.

Delivery, acceptance, and warranties. Gives a 10-day rejection window and a 90-day material-defect warranty on goods.

Term and confidentiality. Runs for the chosen term with 12-month renewals, and protects business information.

Indemnity and insurance. Covers the vendor's defense of injury and intellectual-property claims, a cap on damages, and required liability insurance.

Governing law. Sets the state law that governs the vendor agreement and where disputes must be brought. Choose the jurisdiction in the creator.

General. Covers assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.

Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.

VENDOR AGREEMENT

This Vendor Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Party A], a corporation ("Customer"), and

[Party B], a corporation ("Vendor").

The Customer wishes to purchase, and the Vendor wishes to supply, the goods or services described below on the terms of this Agreement.

1. Supply. The Vendor will supply the following: [description of the goods or services]. Individual orders may be placed by written purchase order that incorporates this Agreement. If an order conflicts with this Agreement, this Agreement controls unless the order expressly says it amends a named section.

2. Pricing and Payment. Pricing is [pricing]. The Customer will pay undisputed invoices within 30 days. Fees are exclusive of taxes, which the Customer pays except for the Vendor's income taxes.

3. Delivery and Acceptance. The Vendor will deliver by the dates in the applicable order. Title to goods, and the risk of loss, pass to the Customer on delivery. The Customer has 10 days after delivery to reject items that do not match the order, by written notice. Items that are not rejected are accepted. The Vendor will promptly repair, replace, or refund rejected items.

4. Warranties. The Vendor warrants that it will supply the items in a professional manner, that it has the right to supply them, and that goods will be free of material defects for 90 days after delivery. Except for these warranties, each Party disclaims implied warranties to the extent permitted by law.

5. Term. This Agreement begins on the Effective Date and continues for 12 months, then renews for successive 12-month periods unless a Party gives 30 days' notice before a renewal. Either Party may end this Agreement immediately for an uncured material breach.

6. Confidentiality. Each Party will keep the other's non-public business information confidential and use it only to perform this Agreement.

7. Indemnity. The Vendor will defend the Customer against a third-party claim that the supplied items infringe that third party's intellectual property, or that they caused bodily injury or property damage, and will pay damages finally awarded or a settlement the Vendor approves. This does not cover a claim caused by the Customer's modification or by misuse.

8. Limitation of Liability. Neither Party is liable for consequential, special, or lost-profit damages. Each Party's total liability under this Agreement is limited to the fees paid in the 12 months before the claim, except for the Vendor's defense duty above, a Party's fraud, or liability that cannot be limited by law.

9. Insurance. The Vendor will keep commercial general liability insurance of at least $1 million per occurrence and will give the Customer a certificate on request.

10. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.

11. General. This Agreement is the entire agreement about the supply relationship, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Customer: [Party A]

By: ________________________________

Name: [Signatory]

Title: [Title]

Vendor: [Party B]