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Vendor Agreement 1

Vendor Agreement

    A vendor agreement is a contract between two businesses that involve the exchange of products or services in exchange for monetary remuneration. Our Vendor Agreement template specifies the rationale terms and conditions of a contractor's job. Our simple text agreement template helps all parties involved understand easily what is expected of them, and what happens if they aren't met. This template can be used as a lawful document for different items from office supplies to equipment repair, internet, and phone services to raw materials.

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Vendor Agreement

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A vendor agreement is a pact between two parties, one of which provides its services to the other. The services may be in the form of supplies, marketing, event planning, technical assistance and many more. It makes it easier for businesses to handle marketing services.

A fair agreement is vital for a deal to function smoothly without leading to any conflict in the future. This document should meet the requirements of the vendor as well as the party which organizes the services for the vendor.

A legal-sounding and understandable agreement should be presented before both sides to build trust and reliability.

What Is a Vendor Agreement?

A vendor agreement form is used by a person or a party to clearly state the terms and provisions of the task to be carried out by an organizer. The agreement is aimed to meet the demands of both sides, along with meeting the legal requirements of the court.

For example, a vendor agreement can be applied by a business person who wants to sell his/her goods, and the organizer avails the space for them. Space could be temporary events, fairs or holiday markets.

It is always essential to form up the clauses for a business deal for the best results. The agreement is a must for avoiding conflicts between the person which requires services and the contractor, and it is essential to meet the expectations of both sides.

It should abide by the state laws in which it is signed. This agreement should be made valid by both parties without the use of any enforcement. A vendor agreement is required to clear all the details of the services that are expected by the vendors.

It avoids chaos and confusion, thus minimizing the risk of any conflict. Both parties are required to abide by the laws of the agreement, and they could face a penalty if they violate any terms.

Why Do You Need a Vendor Agreement?

Here are some reasons that why you require a vendor agreement:

Detailing About Required Services

A vendor agreement allows the perfect functioning of a business as it has all the specifications of the services listed in it. It helps both the parties to let them plan for future specifics and the budget of provided services. It avoids misunderstanding in future services.

Privacy Protection

A vendor agreement that privacy of any of the parties remains protected at all times. This is important when the contractor handles sensitive content related to any institution.

This creates a requirement for the protection of the information else it could be quite easily leaked out without proper management.

Evidence Against Violation

A proper vendor agreement can be used as evidence in front of the court in case any of the parties violates the terms and conditions of the signed agreement.

It makes the false party vulnerable in front of the law. In the case of false allegations, it can be beneficial to prove the reality of the situation.

Vendor Trust

A legal and unbiased vendor agreement mentions the details of the consequences in case the vendor fails to fulfil the requirement of the services.

This will help to increase reliability on vendors as they would consider their responsibility to be serious. The vending party could be penalized if it does not meet the expectations of the agreement.

What Are the Features of a Vendor Agreement?

An acceptable vendor agreement format is essential to present details correctly so that there is no objection by the court to validate the terms of the agreement.

It is an excellent practice to get the agreement reviewed by your attorney to confirm that essential details are mentioned. These details are listed below:

Clarification of Products and Services Required

This section should involve all the crucial details of the services or products that the vendor will deliver. It could also redirect the vendor to a specified statement of work which could be an attached document with the agreement.

Terms of Termination

The agreement should include instructions about how a party can end the deal. Usually, the services are required for a specific period, and the lease terminates after the validity expires. However, the agreement could also end before, if either party wants it.

Terms of Payment

The vendor agreement includes the directives for payment of the services. It should mention the cost of the products or services, which is the due time for payment, in whose name the payment should be made and if there are any penalties on late payment.

Privacy of Confidential Information

This is important for the vendors who are instructed to handle confidential information as a part of their service. A non-disclosure agreement is signed to safeguard any sensitive content related to the business. This is an essential detail of a vendor agreement.

The Requirement of Insurance

A business person could ask the vendor to hold specific insurance when engaging in professional services. This could help in the rectification of any errors on behalf of the vendor.

Drawbacks of Not Making a Vendor Agreement

The mistake of not making a proper vendor agreement could hit hard for any business. The pitfalls of not participating in this agreement might lead to fraud by the vendors. Your business could also suffer a massive loss in the process.

Consider the following before ignoring your agreement:

  • The vending party may try to violate any promises. As you have no legal documents to present in front of the court, any false allegations against you might be considered as accurate by the court. It could lead to catastrophic situations.
  • The vendor could leak any confidential information if you do not make an agreement, including a non-disclosure agreement.

This could lead to the suffering of huge losses by your business as the vital information could be in the hands of your business rivals.

  • The vendors could penalize you with a not so compromising cost in case of late payment. This can be avoided only if you clarify the terms of the late payment beforehand. This is important to prevent any wastage of funds.
  • There is a maximum of chances of conflicts in case of avoiding a vendor agreement. This could lead to an unhealthy relationship between you and the vendors, which would be destructive for your business.
  • The vendors might not take their service responsibility as dangerous unless you mention any results of their negligence prior through a legal vendor agreement.

Unacceptable products or services delivered by the vendors would probably lead to conflicting situations between both parties.

  • There would not be any proper method of termination of the agreement. The vendor could stop its services for you without providing prior notice. This would lead to harsh confrontations and depreciable situations for your business.

Thus, it is advisable to make a legal and understandable vendor agreement to avoid the above situations for the betterment of your business.

Why Choose Us?

CocoSign provides templates for various legal agreements. Our vendor agreement template will surely provide your business with the required safety and futureproofing. We draft out vendor agreement templates following the needs of our clients.

CocoSign prioritizes the security of their business and helps them personalize the terms of their agreement. Contact CocoSign to get your vendor agreement template and experience our other services as well.

Mitigate risk in business supplies with our Vendor Agreement template

This vendor agreement template is well-drafted in legal language and is perfect for regular vending practices. Alter the template according to your practices and avoid any unnecessary disputes and issues in the future.

Do not hesitate to get a copy of the template here.


It is easy to understand the importance of a vendor agreement for the protection of a business. CocoSign presents a legal-sounding and plain-texted vendor agreement template for your business which will help in proper negotiation with the vending party.

Vendor Agreement FAQ

  • What is the main purpose behind a vendor agreement?

    A vendor agreement acts as a safeguarding tool against any conflicts which might lead to a loss in business. It creates a sense of trust and reliability in the vendor and thus, creates a healthy contractual relationship between both parties.

  • What does the statement of work mean?

    Statement of work points out the detailed instructions regarding the tasks that are to be performed by the vending party. These include a list of activities and timely duties. It helps to keep track of work.

  • What are the basic requirements of a vendor agreement?

    A vendor agreement requires terms and conditions related to the security of the business along with details of services that the vendor should provide in a specific time.


Vendor Agreement


Contracting Process:

  1. Negotiate the contract terms and conditions with the vendor.
  1. Prepare for the negotiation.

Spell out what you and your vendor have agreed upon regarding the services of the vendor and your responsibilities.  Typical subsections of a contract are:

and deliver the deliverables described in the SOW (hereinafter the “Deliverables”) and in delivering to the Museum the Work in accordance with the timeline set forth in the SOW.  Any changes to the SOW which will impact the cost of the project or change the time line, must be accomplished through a change order, using the form annexed to the agreement as Exhibit B, signed by both parties. 


  1. As complete compensation for the Services and Deliverables, the Client will pay contractor the sum of [amount and conditions of payment].


  1. In performing all aspects of the Services, Contractor shall coordinate and consult regularly with [administrator of the agreement], or a designee thereof.


  1. Promptly after completion of each component of the Services/Deliverables, the Client will review, and where appropriate, test the component for conformity to the specifications and warranties contained in the Agreement. If the component so conforms, the Client will notify the Contractor accordingly (“Acceptance”). If the Client claims that there is a failure to conform to such specifications and/or warranties, the Client shall promptly notify Contractor of such nonconformance and Contractor will promptly take all steps necessary to effect conformance.


  1. Each party acknowledges that the timeline is contingent upon timely completion of each phase by each party. Each party will report delays or anticipated delays as they occur and will make every reasonable effort to correct the situation.


  1. In performing the Services, Contractor is an independent contractor, and not an employee of the Client, nor are any of Contractor’s employees or contract personnel employees of the Client.  Contractor shall have the right to perform services for others and the sole right to control and direct the means, methods and manner by which the Services required hereunder will be performed, consistent with the terms of this Agreement. Contractor shall not be entitled to any fringe benefits, including health insurance, benefits, paid vacation, or other employee benefits provided by the Client to its employees.  Contractor is responsible for payment of any taxes, withholdings and any other statutory or contractual obligations of any sort, in connection with services provided hereunder. Contractor has no authority to create or assume any obligation on behalf of the Client, or to hold itself out as having such authority, without the prior written consent of the Client.


  1. All materials delivered to the Client by the Contractor shall become the property of the Client, unless the parties agree otherwise in a signed contract. The Services will be provided on a “work for hire” basis, and the all Workmaterials produced, including without limitation, the Deliverables, shall be deemed “works made for hire” as that term is defined under the U.S. copyright laws, of which the Client is the sole author and owner.  To the extent, if any, that Contractor may be deemed the author of any portion of the Services and/or Deliverables, Contractor hereby fully and irrevocably assigns, transfers, conveys and relinquishes all rights, title and interest therein, including, without limitation, all copyrights, to the Client, and grants the Client a power of attorney coupled with an interest, to apply for and obtain all such copyrights in the Client’s name.  The duration shall be for the life of the copyright in the Services and/or Deliverables, and all renewals and extensions thereof.  Further, Contractor shall have no right to attach its name or trademarks, logos or trade names to the Services or Deliverables.  The provisions in this Section shall survive any termination of this Agreement.  The existence of any claim or cause of action by the Contractor against the Client shall not constitute a defense to the enforcement by the Client of the covenants and agreements of this Section.


  1. It is understood that in the course of the Contractor's performance hereunder Contractor may become privy to information relating to

the Client’s operations, employees, finances, projects, products and production plans, research and development, system design, software, hardware, technical processes and formulas, source codes, activities, and so on.  Such information shall be deemed confidential in every case where either a reasonable person would understand it to be confidential or the Client has identified it as such, unless the information in question (i) was already known to Contractor prior to its first disclosure hereunder; (ii) has become generally known to the public through no fault of the Contractor's; or (iii) is required by law to be disclosed (in which case the Contractor shall provide the Client with a reasonable opportunity to seek a protective order maintaining confidentiality).  Contractor shall maintain the secrecy of all of the Client’s confidential information (including, without limitation, all confidential information that the Client has received or will receive from third parties), using the same care it applies to its own confidential information, and shall make use of such confidential information only to the minimum extent necessary to effect the Agreement.  Contractor shall not exploit or reveal to any third party any of such information without the Client’s express prior written consent. This provision shall apply to all confidential information, whether it was exchanged before or after the date of this Agreement.  All confidential information referred to in this Section in whatever form shall at all times remain the property of the Client, and shall, upon written request of the Client, be delivered by Contractor to the Client in all tangible forms, or, promptly destroyed by Contractor to the extent such delivery is impracticable. 


  1. Representations and Warranties:


(a)    Contractor represents and warrants that the Deliverables and the Services will be performed in a good workmanlike manner, by competent personnel, and in accordance with applicable professional standardsDeliverables wClient.  If any element of the Services does not conform to the foregoing warranty, the Client shall notify the Contractor in writing of such nonconformance, and Contractor shall re-perform such element in a manner that does conform.

(b)    Contractor represents and warrants that its provision of Services and delivery of the WorkDeliverables hereunder will not infringe any United States patent existing on the Effective Date or any copyright or trade secret which is protected under United States law.

(c)    Contractor represents and warrants that Contractor’s signing of this Agreement and the performance of Contractor’s Services hereunder is not and will not be in violation of any other contract, agreement or understanding to which Contractor is a party or by which Contractor is bound. 


  1. During the Term, and subject to the terms and conditions set forth in this provision, Contractor may not reference the Client as a client in press releases, case studies or any other promotional materials (the “Promotional Materials”), unless, prior to printing, electronic publication, or any other dissemination or display of the Promotional Materials: (i) Contractor advises the Client of all uses it plans to make of the Promotional Materials; (ii)  Contractor submits the Promotional Materials to the Client for review, and (iii) after such review, Contractor receives written approval from the Client authorizing it to produce and/or distribute and/or publish the Promotional Materials, in compliance with any further limitations that the Client may require. Contractor may not use the Client’s name, trademarks and logos other than as set forth in, and in accordance with, this Section.


  1. This Agreement shall be governed by the laws of the State of New York, and any dispute arising hereunder shall be resolved in the courts of the State of New York, County of New York.


  1. Neither party may transfer or assign this Agreement, in whole or in part, in any manner whatsoever without the prior written consent of the other. 



If any term or other provision of this Agreement, or any application thereof to any circumstance is invalid, illegal or incapable of being enforced by any rule of law, or public policy in whole or in part, such provisions or applications shall to that extent be severable and shall not effect other provisions or applications of this Agreement. 


  1. This Agreement contains a complete statement of all arrangements between the parties relating to its subject matter, supercedes any previous arrangements or understandings, whether written or oral, and may only be changed by a written agreement signed by the parties hereto. 






For Contractor: For THE CLIENT:


______________________________  ______________________________

(Name)      (Name)


______________________________  ______________________________

(Signature)      (Signature)


______________    ______________

(date)        (date)



Federal I.D. No.:       -      - 




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