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Vendor Agreement

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Prepared for:
[Company Name]

Prepared by:
[Vendor Company]

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Vendor Agreement

This Master Services Agreement (“Agreement”) dated as of the [Day] of [Date], [Year] ("Effective Date"), is made by and between [Company Name] ("Company"), a company, having its registered office at [Address] and;

[Vendor Name] (“Vendor”), a company, having its registered office at [Address]. 

Company and Vendor shall be individually referred to as “Party” and collectively as “Parties”. 

WHEREAS: 

Company is engaged in the business of [Mention the Business]. 
Vendor is engaged in the business of [Mention the Business].
Company desires to engage Vendor for certain services and Vendor has agreed to provide such services to the Company. 
The Parties wish to set forth the understanding regarding the above business relationship. 

NOW THEREFORE, in consideration of the foregoing, the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged herein in this Agreement, Company and Vendor hereby agree as follows:

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Terms and Conditions

1. Services

1 Company hereby engages the Vendor and the Vendor hereby accepts such engagement for rendering the services (“Services”) specifically described in the statement of work executed by the Parties from time to time (“SOWs”). This Agreement and each applicable SOW issued hereunder will apply to Vendor’s provision of Services to the Company. Each SOW executed by the Parties will be deemed to be a part of this Agreement. 

2 The Services to be provided shall be detailed in a SOW and shall contain details including deliverables, timelines for delivery, consideration / other costs and expenses, cancellation terms, and all other terms. No changes to any SOW will be effective unless and until a change order is executed by both Parties. In the event of any conflict between the terms of this Agreement and the SOW, the terms of this Agreement shall prevail, unless expressly stated by the Parties for that specific SOW, solely to the extent of such conflict.

2. Fees

In consideration of rendering the Services under this Agreement and each SOW, Company shall pay the fees in the manner as captured in the respective SOW from time to time (“Fees”). The Vendor shall raise monthly invoices which shall be paid by the Company within [Number of Days] days of receipt of the invoice. The Fees payable under an SOW are inclusive of all applicable sales and other taxes.

3. Representations and Warranties

3.1 Vendor warrants that 
(i) it will use best efforts in providing Services and shall provide such Services in a professional and workmanlike manner; 
(ii) it shall perform the Services in accordance with applicable laws; 
(iii) that the Services provided shall not infringe on any third- party rights including intellectual property rights of any third parties.

4. Intellectual Property Rights

1 Except as expressly set forth herein, as, between the Parties, each Party is and shall remain the owner of all intellectual property that it owns or controls as of the Effective Date. However, the Vendor agrees that all intellectual property rights over, including without limitation to designs, drawings, notes, marketing and other information created during and within the scope of this Agreement as part of the Services by the Vendor, constitutes work made for hire and all rights over such work shall be the exclusive property of the Company (“Company IP Property”). 

2 Vendor shall not be entitled to claim any right or interest over the Company IP Property. Vendor shall do all acts, deeds and things including execution of necessary documents, without charge or compensation but at the cost of the Company, for fully and effectively vesting in the Company the rights in any Company IP Property developed by it.

5. Confidentiality

5.1 Vendor shall maintain absolute confidentiality and secrecy with respect to the terms and conditions of this Agreement and shall treat any information, revealed to it in furtherance of this Agreement as completely confidential and shall further ensure that if the information is required to be disclosed to a third party, it shall be done only on a ‘need to know basis’ after first obtaining the prior written consent to reveal such information from the Company. The confidentiality obligations under this clause shall not apply to any such information which 
(i) generally becomes available in the public domain prior to disclosure thereof; or 
(ii) is required to be disclosed by Vendor under applicable law, provided Vendor to the extent permitted under applicable law, provides the Company with reasonable notice so that the Company may contest such order or requirement. 

5.2 Vendor hereby acknowledges that the breach of any of its obligations or representations under this clause 5 is likely to cause or threaten irreparable harm and, accordingly, the Company shall be entitled to seek equitable relief to protect its interests therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.

6. Indemnification

6.1 The Vendor will defend, indemnify and hold harmless the Company from and against all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees caused by or arising from any 
(a) negligent act or omission by the Vendor; 
(b) failure of Vendor to perform its obligations under this Agreement or breach of any terms of this Agreement; 
(c) third party infringement claim related to the Services.

7. Limitation of Liability

1 In no event shall either Party be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement. 

2 Except for the indemnification obligations contained in clause 6 of this Agreement, either Party’s aggregate liability and that of its affiliates, officers, employees, agents, suppliers and licensors, relating to any dispute arising out of this Agreement, will be limited to an amount equal to the Fees paid by Company immediately prior to the first event or occurrence giving rise to such liability.

8. Term and Termination

1 Unless terminated by either Party in writing in accordance with this clause, the Agreement shall remain in force until terminated by a Party in accordance with this Agreement or until the termination or expiry of all the SOW(s) under this Agreement, whichever is earlier.

2 This Agreement may be terminated only under the following circumstances: 

2.1 The Agreement may be terminated by Company for no cause, at any time by providing Vendor with a prior written notice of thirty (30) business days. 

2.2 Both Parties may terminate this Agreement upon mutual consent in writing. 

3 Termination of SOW shall be in accordance with the terms under the respective SOW. However, it is hereby clarified that termination of an SOW does not result in termination of this Agreement. Termination of this Agreement shall result in termination of all SOWs executed pursuant to this Agreement.

9. Miscellaneous

1 Governing Law and Jurisdiction: This Agreement shall be governed in accordance with the laws of the Republic of India. The Parties agree that the courts at [Jurisdiction] shall have exclusive jurisdiction over disputes arising out of this Agreement.

2  Assignment: This Agreement and any rights or obligations hereunder may not be assigned by either Party without the prior written consent of the other Party. This Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.  

3 Notice: Notices will be in writing and will be delivered personally (which will include delivery by courier or reputable overnight delivery service) or sent by certified mail return receipt requested, to the addresses mentioned at the beginning of this Agreement. Items delivered personally will be deemed delivered on the date of actual delivery. Items sent by certified mail will be deemed delivered on the date the return receipt is signed. A Party may change its contact information by a written notice delivered in accordance with this clause. 

4 Independent Contractors: The relationship of the Company and Vendor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed as constituting any other relationship. 

5 Force Majeure: In no event shall either Party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, acts of governments, accidents, acts of war or terrorism, pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God (“Force Majeure Event”); it being understood that Party claiming such Force Majeure Event shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances. 

6 Amendments & Modifications: This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each Party. 

7 Entire Agreement: This Agreement constitutes the complete and exclusive statement of the Agreement between the Parties regarding the Services hereunder. This Agreement supersedes and replaces any prior agreements between the Parties. 

8 Survival: The respective obligations and/or rights of the Parties under this Agreement, which are expressly or by implication intended to continue in effect after the termination or expiration of this Agreement, shall survive termination or expiration of this Agreement.

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Acceptance and Signature 

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the date set forth above.

Company

Vendor

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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DISCLAIMER: Revvsales, Inc is not a law firm. The content provided herein is for general information purposes only, and does not constitute legal advice. Revvsales, Inc and its partners make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information mentioned hereunder. The use or reliance of any information contained herein is for your personal use and solely at your own risk. You agree to fully release and indemnify Revvsales, Inc from any liability associated with the use of this content. You are advised to obtain independent legal advice before taking or refraining from any action on the basis of the content provided here.

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Free Vendor Agreement Template

Onboarding vendors can be problematic unless you secure your understanding with a comprehensive and well-drafted agreement. Use this all-in-one vendor agreement template for onboarding as it has everything you might need.

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Restaurant

Services

Vendor Management

Who is a Vendor?

A vendor, also known as a supplier, provider, or seller, is a person who gives goods and services to a person or the owner of a business so they can conduct their commercial operations in exchange for payment.

What is a Vendor Agreement?

A vendor agreement or supplier agreement is a legally binding document that is made between a business owner and a vendor or service provider for the supply of products and services. This entire agreement addresses the extent of the services to be rendered, their duration, their price or cost, and each party’s respective responsibilities. It also outlines the guidelines that both parties must abide by.

What is the need for a Vendor Agreement?

Vendor agreements differ depending on the business. For instance, e-commerce companies like Amazon, Walmart, etc., rely on vendors and logistic services to sell products or raw materials on their websites. In this case, the vendors must enter into a vendor agreement before selling or offering any services to these companies. By creating a legally binding contract between the parties, a vendor agreement reduces the likelihood of fraud on the part of the vendor. It protects the business from any losses brought on by the parties' unlawful behavior.

Here are some of the advantages of a vendor agreement:

Describes the vendor's duties, rules, and regulations
Identifies risks and better management of vendor
Accelerates the tasks and responsibilities
Increases efficiency of both parties

Which are the components that a vendor shall look for in a Vendor Agreement?

Let us learn about the different sections in a vendor agreement in depth:

Introduction

In this first section, you shall give the basic details about the agreement such as the agreement drafted date, your company name, and address, vendor company name and address, respective business details of both parties, etc.

Services

In this section, you should mention the services that will be provided by the vendor to your company such as deliverables, timelines, etc. It can be elaborated in the Statement of Work (SOW) which shall not be modified unless agreed by both parties.

Fees

In this space, you shall specify the fees to be paid for the services provided by the vendor. You can also mention the terms of each invoice that will be raised by the vendor.

Representations and Warranties

In this space, ensure that you have a warranty regarding the vendor’s service and professionalism. Also, the vendor hereby shall give a word that they will not violate the third party’s rights under any event.

Intellectual Property Rights

Mention how each party must treat the intellectual property, such as copyrights, trademarks, design rights, and patents, in this section. You can also specify both parties are responsible for this and that the results of any obligations will lead to taking legal action.

Confidentiality

This space must specify the conditions under which either party may or may not share confidential information about the association, even after the agreement has ended. Also, include a description of the consequences of compromising the partnership's sensitive information in any event which is applicable to both parties.

Indemnification

Include this provision in your contract to ensure that both parties acknowledge their mutual agreement to hold the other party harmless for any losses, harm, or penalties that may arise during the project's execution.

Limitation of Liability

In accordance with the terms and conditions of the agreement, this clause shall discuss the specifics of the damages that one party will be forced to compensate the other for.

Term and Termination

This section is very crucial in an agreement as it describes the term of the partnership between your company and the vendor. You can also address the scenario in writing if either party has requested to extend the agreement.

It covers the conditions under which the agreement may be terminated, the representatives who may terminate it, and the effects of the termination.

Miscellaneous

In this section, you can add other information such as the governing law and jurisdiction to be followed, the Force Majeure event, requested insurance details, modifications, independent contractors' information, and many more.

Acceptance and Signature

Include spaces to capture signatures and obtain both parties' approval in this final section. This effectively seals the agreement and launches the partnership by serving as written consent.

Benefits of Revv’s Templates

The best way to swiftly create flawless documents is with the help of Revv - document automation and e-signature software. It provides carefully crafted, legally validated, and customizable templates that will save you time and expedite the process.

Typically, a vendor contract is a long and detailed document containing plenty of clauses, sections, and terms that require legal support. Creating such an intricate contract from the ground up every time may lead to errors. Utilizing pre-made templates is the best approach to avoid these inconveniences.

Use Revv’s vendor agreement template as a written notice to the vendor containing all the information regarding the vendor’s duties.

The following are the advantages of using Revv's templates:

Customize the agreement to suit your company's needs.
Review the duties of both parties with the assistance of your team.
Sync with other payment platforms to pay vendor-related expenses.
Create perfect contracts to collaborate with your vendors.
Save a pdf of the agreement offline or print it later.

Check out Revv’s advanced features that enhance your vendor agreement template

Rich Editor

You can modify your vendor agreement template to suit your needs with Revv's intuitive Rich Editor. It enables you to add various blocks such as text, tables, eSignature tags, etc., to the document using the drag-and-drop method. Additionally, by connecting Google Sheets, you can import data directly into the agreement.

Form Fields

By transforming the information in your agreement into form fields (fillable placeholders) you may reduce the huge amount of repetitive tasks. This will ensure that, once you fill a form field, the rest of the instances of that field throughout the agreement are filled automatically.

Furthermore, using Data Studio, a robust data mapping tool from Revv, you can also integrate and import data from external apps.

Approval Workflows

To ensure that your vendor agrees to your vendor agreement without any complications, get it checked and reviewed by your co-workers. With Revv, you can send your vendor agreement template for internal approval. Revv completes this task automatically for you. How?

Consider you attach an approval workflow to a clause in the agreement. Whenever a change is made to that clause, it will initiate the workflow. As a result, the agreement will be sent to the approvers right away.

eSignatures

Utilize Revv's fast, dependable, and secure eSignature service to sign and seal the vendor agreement. It complies with international and domestic eSignature laws such as the ESIGN Act, UETA, and eIDAS Regulation. You can send many agreements at once to various vendors using Revv's integrated eSign feature without using any other software.

Additionally, Revv creates an Evidence Summary that acts as an audit trail of the entire signature process and is acceptable by the law.

Tracking and Notifications

Every time an action pertaining to an agreement is taken, Revv automatically sends an email to inform you. You can monitor the progress of your agreement in real time using Revv. You can see every action your vendor took in relation to the agreement, including when they opened it and signed it.

It’s time to draft the agreement! Sign up with Revv and use this free vendor agreement template, to create an ideal vendor contract and other related documents for all your vendors in a flash.

Frequently asked questions

How do I create a vendor agreement?

You can create a vendor agreement by including the following sections - Introduction, Services, Fees, Representations and Warranties, Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Miscellaneous, and Signatures.

What is a standard vendor agreement?

A standard vendor agreement is a formal document that details the terms & conditions governing the work that the vendor will execute. It is a contract that details the requirements for carrying out specific work. When drafting a precise vendor agreement, one should be very clear about the objectives and risk-reduction tactics.

What should be included in a vendor contract?

A vendor contract, also known as a vendor agreement is a business agreement between two parties for the supply of goods and services in exchange for money. A typical vendor contract/agreement shall include the following components - Introduction, Services, Fees, Representations and Warranties, Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Miscellaneous, and Signatures.

How do I write a simple letter of agreement?

To write a simple letter of agreement, include the following - Title, Personal details like Name, Contact information, etc., Date, Recipient’s personal information, Salutations, Introduction, Body of the letter, Conclusion, Closing notes, and lastly Signature.