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A Vendor Agreement should always contain a clear and detailed provision describing the specifics of product or the services being provided. Sometimes, a Statement of Work will be attached to a vendor agreement, which should provide all the details necessary for the engagement.
The vendor agreement should contain a clause describing in detail how much the product or service costs, when payments are due, to whom they should be paid, on what payment terms payments should be made, if there are any late payment penalties and what such penalties may be.
The agreement should also define the engagement term (either initial or renewal or both) and how a party can terminate the agreement. Sometimes it is agreeable to allow termination for convenience on a specific notice period and other times it is reasonable to allow termination only for cause.
If either party is providing or will be using Intellectual Property under the agreement, the parties should clearly provide who owns the IP, what it is to be used for, whether a license is granted to the other party to use the IP and if so, under what terms.
A vendor agreement should also describe what, if any, deliverables will be provided under the agreement. If there are to be deliverables, it is important to specify who owns them and whether or not they will be considered “works for hire.”
A vendor agreement should state what representations and warranties the vendor will provide. Specific warranties may include: the vendor has the capacity to enter the agreement, the products or services being provided will conform with any specified requirements, the products or services will not infringe any 3rd party IP right, the services will be provided in accordance with industry standards and/or the vendor has the necessary knowledge and expertise to perform the services.
Most vendor agreements cover how the disclosure of confidential information will be handled. Sometimes, the parties will opt to execute a separate non-disclosure agreement. Some key points to consider in either case are: what is included in the definition of confidential information, what are the marking requirements (if any), how long the period of protection is and what, by definition, is excluded from confidential information.
Most vendor agreements will benefit from an indemnification clause. Indemnification, by definition, is an obligation by which one party engages to save another from a legal consequence of the conduct of one of the parties, or of some other person. In a vendor agreement, it’s usually reasonable for a vendor to agree to indemnify for a breach of warranty under the agreement, willful or negligent acts, omissions and for infringement of a third party’s intellectual property rights.
A limitation of liability clause is very common in vendor agreements. Typically you will see a clause excluding special, indirect, incidental or consequential damages from a party’s liability as well as some sort of overall monetary cap to a party’s liability, but again, a limitation of liability clause needs to meet the specifics of the business arrangement.
It is not uncommon to require a vendor to agree to hold specific insurance. For example, if engaging professional legal services, one would require the vendor to hold errors and omissions insurance.
Deciding whether a "prime vendor contract" is a wise choice in your purchasing process is something that confronts many operators today. By definition, a "prime vendor contract" is a pricing mechanism that distributors offer to operators for the items they frequently buy.
Contract management or contract administration is the management of contracts made with customers, vendors, partners, or employees. The personnel involved in contract administration required to negotiate, support and manage effective contracts are often expensive to train and retain.
A Vendor Agreement is a document through which two parties, one called a vendor and one called an organizer, contract for the sale of vendor's goods at an event run by the organizer. Sometimes these documents are called "Vending Agreements" and the idea is the same. In this document, the parties are generally forming a relationship so that the vendor can pay the organizer for space to sell the vendor's goods.
This document can be used for a vendor looking to sell goods at an organizer's marketplace or for an organizer to use a standard template with vendors that may come and go. The agreement is not slanted towards either party - it is a fair and equitable agreement for both. This document would be great for organizers that run regular vending events.