Vendor Agreement Template

VENDOR AGREEMENT

Date: Date

Between:

Company: Company Name

Address: Company Address ("Company" or "Buyer")

AND

Vendor: Vendor Name

Address: Vendor Address Tax ID: Tax ID Number ("Vendor" or "Supplier")

RECITALS

WHEREAS, the Company wishes to purchase certain goods and/or services from the Vendor; and

WHEREAS, the Vendor agrees to supply such goods and/or services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF SUPPLY

### Products/Services The Vendor agrees to supply the following:

Products: Description of Products

Services: Description of Services

Specifications: As detailed in Exhibit A attached hereto

### Quality Standards All products and services shall:

• Meet or exceed industry standards
• Comply with specifications provided by Company
• Be free from defects in materials and workmanship
• Conform to all applicable laws and regulations

2. TERM AND TERMINATION

### Initial Term This Agreement shall commence on Start Date and continue for an initial term of Duration ("Initial Term").

### Renewal This Agreement shall automatically renew for successive Duration periods unless either party provides written notice of non-renewal at least Notice Period days before the end of the current term.

### Termination for Convenience Either party may terminate this Agreement with Notice Period days written notice.

### Termination for Cause Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within Number days
• Becomes insolvent or files for bankruptcy
• Ceases business operations
• Violates applicable laws or regulations

### Effect of Termination Upon termination:

• Vendor shall complete in-progress orders
• Company shall pay for delivered goods/services
• Vendor shall return Company property and confidential information
• Obligations regarding confidentiality and intellectual property survive

3. PRICING AND PAYMENT TERMS

### Pricing

• Prices as set forth in Exhibit B or as agreed in purchase orders
• Prices valid for Duration from effective date
• Price changes require Notice Period days written notice
• Volume discounts: Discount Structure

### Payment Terms

• Payment due: Net Number days from invoice date
• Invoices submitted: Frequency/Timing
• Payment method: Check/Wire Transfer/ACH/Credit Card
• Early payment discount: Percentage% if paid within Number days

### Late Payments

• Late fees: Percentage% per month on overdue amounts
• Vendor may suspend deliveries for accounts over Number days past due
• Company may dispute invoices in good faith without penalty

### Taxes

• Prices exclude applicable taxes unless otherwise stated
• Company shall pay all applicable sales, use, and excise taxes
• Vendor responsible for income and employment taxes

4. ORDERING PROCESS

### Purchase Orders

• All orders submitted via written purchase order
• Purchase orders must reference this Agreement
• Vendor shall acknowledge orders within Number business days
• Confirmed orders binding on both parties

### Minimum Orders

• Minimum order quantity: Quantity
• Minimum order value: Amount

### Order Changes

• Changes must be requested in writing
• Vendor shall accommodate reasonable change requests
• Additional costs for changes subject to approval

### Forecasts

• Company may provide non-binding forecasts
• Forecasts intended for planning purposes only
• Company not obligated to purchase forecasted quantities

5. DELIVERY AND ACCEPTANCE

### Delivery Terms

• Delivery location: Address or FOB/CIF/DDP terms
• Delivery schedule: As specified in purchase orders
• Shipping method: Method
• Title and risk of loss transfer: When/Where

### Delivery Requirements

• Vendor shall provide Notice Period advance notice of shipment
• Include packing slip with all shipments
• Clearly mark all packages with purchase order number
• Deliver during business hours: Hours

### Acceptance

• Company has Number days to inspect and accept/reject
• Acceptance occurs upon: Criteria
• Rejected goods returned at Vendor's expense

### Late Delivery

• Time is of the essence
• Late deliveries may be rejected or accepted at Company's discretion
• Vendor liable for costs resulting from late delivery

6. WARRANTIES

### Product Warranties Vendor warrants that all products shall:

• Be new and free from defects
• Conform to specifications and descriptions
• Be fit for intended purpose
• Be free from liens and encumbrances
• Comply with all applicable laws

### Warranty Period

• Duration: Number months from delivery
• Vendor shall repair or replace defective products
• No charge for warranty repairs or replacements

### Service Warranties Services shall be performed in a professional and workmanlike manner by qualified personnel.

### Disclaimer EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENDOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INTELLECTUAL PROPERTY

### Ownership

• Company retains all rights to its intellectual property
• Vendor retains all rights to its pre-existing intellectual property
• Work product created for Company: Ownership Terms

### License Grant Vendor grants Company a non-exclusive, worldwide license to use Vendor intellectual property necessary for use of products/services.

### Infringement Vendor warrants products/services do not infringe third-party intellectual property rights and shall indemnify Company against infringement claims.

8. CONFIDENTIALITY

### Confidential Information Both parties agree to maintain confidentiality of:

• Business information and trade secrets
• Pricing and terms
• Customer and supplier information
• Technical data and specifications
• Any information marked confidential

### Obligations

• Use confidential information only for Agreement purposes
• Protect with same care as own confidential information
• Not disclose to third parties without written consent
• Return or destroy upon termination

### Exceptions Obligations do not apply to information that:

• Is publicly available
• Was known prior to disclosure
• Is independently developed
• Is required to be disclosed by law

9. QUALITY CONTROL AND AUDITS

### Quality Assurance

• Vendor shall maintain quality assurance program
• Provide certificates of compliance when requested
• Maintain records of quality testing and inspections

### Audits

• Company may audit Vendor's facilities and records
• Advance notice of Number days required
• Audits during normal business hours
• Vendor shall cooperate fully

### Continuous Improvement Vendor shall participate in Company's continuous improvement initiatives and implement reasonable improvement suggestions.

10. INSURANCE

Vendor shall maintain the following insurance:

• General Liability: Amount
• Product Liability: Amount
• Workers' Compensation: As required by law
• Other Insurance: Amount

Company shall be named as additional insured. Certificates of insurance provided annually.

11. COMPLIANCE

### Laws and Regulations Vendor shall comply with all applicable laws, including:

• Labor and employment laws
• Environmental regulations
• Product safety standards
• Import/export regulations
• Anti-bribery and corruption laws

### Certifications Vendor shall maintain all necessary licenses, permits, and certifications.

### Code of Conduct Vendor shall comply with Company's Vendor Code of Conduct (if applicable).

12. INDEMNIFICATION

### By Vendor Vendor shall indemnify and hold harmless Company from claims arising from:

• Product defects or service errors
• Intellectual property infringement
• Vendor's negligence or willful misconduct
• Violation of laws or regulations
• Personal injury or property damage caused by products

### By Company Company shall indemnify Vendor from claims arising from:

• Company's use of products contrary to instructions
• Company's modifications to products
• Company's negligence or willful misconduct

13. LIMITATION OF LIABILITY

### Exclusion NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

### Cap Each party's total liability shall not exceed Amount or Formula, e.g., "amounts paid in the twelve months preceding the claim".

### Exceptions Limitations do not apply to:

• Intellectual property infringement
• Confidentiality breaches
• Gross negligence or willful misconduct
• Indemnification obligations

14. FORCE MAJEURE

Neither party liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, strikes, or government actions. Affected party shall promptly notify the other and use reasonable efforts to resume performance.

15. RELATIONSHIP OF PARTIES

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

16. GENERAL PROVISIONS

### Entire Agreement This Agreement constitutes the entire agreement and supersedes all prior negotiations and agreements.

### Amendments Modifications must be in writing and signed by both parties.

### Governing Law This Agreement shall be governed by the laws of Jurisdiction.

### Dispute Resolution Disputes shall be resolved through: 1. Good faith negotiation 2. Mediation in Location 3. Binding arbitration or litigation in Jurisdiction

### Assignment Neither party may assign without prior written consent, except to successors or affiliates.

### Notices All notices to:

Company:

Name and Title Address Email

Vendor:

Name and Title Address Email

### Severability If any provision is invalid, the remaining provisions remain in effect.

### Waiver Failure to enforce any provision is not a waiver of rights.

SIGNATURES:

COMPANY:

Signature: _______________________

Name: Name

Title: Title

Date: _______________________

VENDOR:

Signature: _______________________

Name: Name

Title: Title

Date: _______________________

EXHIBIT A: SPECIFICATIONS

Detailed product/service specifications

EXHIBIT B: PRICING

Pricing schedule and terms