Vendor Agreement Template, Free Download 2026
By the Legal Tank editorial team
Related drafting service: drafting an agreement that fits the deal
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VENDOR AGREEMENT
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THIS VENDOR AGREEMENT (this "Agreement") is made and entered into on this _____ day of _______________, 20_____,
BY AND BETWEEN:
COMPANY: ____________________________ ("Company"), with a mailing address of ____________________________, City of _______________, County of _______________, State of _______________;
- AND -
VENDOR: ____________________________ ("Vendor"), with a mailing address of ____________________________, City of _______________, County of _______________, State of _______________.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Article I. Parties
Section 1.1. Company engages Vendor, each as named above, to provide the products and/or services described in Exhibit A (the "Products/Services"), and Vendor accepts that engagement on the terms of this Agreement. In this Agreement, the "Effective Date" means the date first written above.
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When Do You Need a Vendor Agreement?
Your business is purchasing goods from a supplier and needs a written agreement that defines the products, pricing, delivery schedule, quality standards, and warranty terms to protect against defective merchandise and delivery failures.
You are onboarding a new vendor to provide recurring services or supplies and need to establish net payment terms, minimum order quantities, pricing guarantees, and performance standards in a formal contract before the first purchase order is placed. Attach a scope of work for each project-based engagement under the vendor agreement.
A vendor is delivering goods that must comply with UCC Article 2 requirements for the sale of goods, and you need to address risk of loss, title transfer, and FOB shipping terms to determine which party bears the risk during transit.
Your company requires vendors to meet specific service levels and you need to incorporate service level agreement metrics into the vendor contract, including uptime requirements, response times, and penalties for failing to meet agreed-upon standards. A master service agreement may be more appropriate for complex, long-term vendor relationships.
You are concerned about product liability, data security, or regulatory compliance risks and need indemnification clauses that shift liability for defective products, data breaches, or regulatory violations to the vendor.
Your procurement team manages multiple vendor relationships and needs a standardized supplier agreement form that ensures consistent terms across all vendors while allowing customization for vendor-specific pricing and delivery schedules.
What Should a Vendor Agreement Include?
Products or Services Description
Provide a detailed description of the goods or services the vendor will supply, including specifications, quantities, quality standards, and any applicable industry certifications. Reference the purchase order process if specific orders will be placed under the agreement. A thorough vendor agreement template PDF should include enough product detail to evaluate whether the vendor has fulfilled its obligations.
Pricing and Payment Terms
Specify the pricing structure, including unit prices, volume discounts, and any price adjustment mechanisms tied to market indices or annual reviews. Define net payment terms such as Net 30, Net 60, or Net 90, early payment discounts, and late payment penalties. Address whether pricing is firm for the agreement term or subject to change with notice.
Delivery and Shipping Terms
Define the delivery schedule, lead times, and shipping method. Specify whether delivery is FOB origin (risk transfers to the buyer when the vendor ships the goods) or FOB destination (risk remains with the vendor until goods arrive at the buyer's location). Address partial shipments, backorders, and the process for refusing non-conforming deliveries under UCC Article 2.
Warranties and Quality Standards
Include express warranty provisions covering the merchantability, fitness for purpose, and conformity of goods or services to the agreed specifications. Specify the warranty period, the remedy for defective goods (replacement, repair, or refund), and whether the vendor provides any performance guarantees backed by financial penalties.
Indemnification and Insurance
Require the vendor to indemnify the buyer against claims arising from defective products, intellectual property infringement, personal injury, or property damage caused by the vendor's goods or services. Verify vendor insurance coverage meets the minimum thresholds recommended by the SBA business insurance guidelines, including general liability, product liability, and workers' compensation.
Term, Termination, and Force Majeure
Set the agreement term, renewal provisions, and termination procedures for both convenience and cause. Include a force majeure clause addressing supply chain disruptions, natural disasters, and other extraordinary events. Specify the minimum inventory or safety stock requirements to mitigate supply chain risks.
Legal Details: Key Clauses in a Vendor Agreement
Parties
Company engages Vendor, each as named above, to provide the products and/or services described in Exhibit A (the "Products/Services"), and Vendor accepts that engagement on the terms of this Agreement. In this Agreement, the "Effective Date" means the date first written above.
Products and Services
Vendor shall provide the Products/Services in accordance with the specifications, quantities, and timelines stated in Exhibit A. Vendor shall comply with all applicable laws and generally accepted industry standards in providing the Products/Services. Vendor shall not make any material change to the Products/Services, their specifications, or their sources of supply without Company's prior written approval.
Pricing and Payment
Company shall pay the prices and fees stated in Exhibit A. Prices are [fixed for the term of this Agreement / subject to adjustment once each year, by no more than [_____]% per adjustment]. Vendor shall not increase any price without at least [thirty (30)] days' prior written notice to Company, and no increase applies to an order Company placed before the notice. Company shall pay each undisputed invoice within [thirty (30) / sixty (60)] days after receipt and shall notify Vendor in writing of any disputed amount, with the basis for the dispute, before the invoice is due.
Delivery and Acceptance
Vendor shall deliver the Products to [____________] in accordance with the delivery schedule in Exhibit A. Title and risk of loss pass to Company upon [delivery to the delivery location / shipment from Vendor's facility].
Company shall have [______] days after delivery to inspect the Products and to accept or reject them. Company may reject any Products that do not conform to this Agreement or Exhibit A by written notice to Vendor. Vendor shall, at Company's election, replace rejected Products or refund their price within [ten (10)] business days after the rejection notice, and Vendor shall bear the cost of returning them. Payment for Products does not constitute acceptance.
Warranties
Vendor warrants that: (a) the Products will be new, merchantable, and free from defects in material and workmanship; (b) the Products/Services will conform to the specifications in Exhibit A; (c) the Services will be performed in a professional and workmanlike manner by qualified personnel; (d) the Products/Services will not infringe, misappropriate, or violate any third party's intellectual property rights; and (e) the Products/Services will comply with all applicable laws. These warranties continue for [one (1)] year after acceptance and are in addition to any warranty implied by law.
Indemnification and Insurance
Vendor shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against all third-party claims, and all resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising from (a) defective Products, (b) Vendor's breach of warranty, (c) the negligence or willful misconduct of Vendor or its personnel, or (d) any claim that the Products or Services infringe a third party's intellectual property rights.
Company shall give Vendor prompt written notice of any claim, reasonable cooperation at Vendor's expense, and control of the defense, but Vendor shall not settle any claim that imposes an obligation on Company without Company's written consent. A delay in notice relieves Vendor of its obligations only to the extent the delay materially prejudices Vendor.
Throughout the term of this Agreement, Vendor shall maintain, at its own expense, commercial general liability insurance with limits of not less than [$__________] per occurrence, product liability insurance with limits of not less than [$__________], and workers' compensation insurance as required by law. Vendor shall name Company as an additional insured on its commercial general liability and product liability policies and shall provide certificates of insurance on request.
Confidentiality
Each party shall hold in confidence, and use only to perform this Agreement, all non-public information received from the other party, including pricing, specifications, and customer information ("Confidential Information"). Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to it without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information when required by law after giving the other party prompt notice, where legally permitted. These obligations survive termination for [three (3)] years.
Term and Termination
This Agreement begins on the Effective Date and continues for [______] years. It then renews automatically for successive [one (1)]-year terms unless either party gives written notice of non-renewal at least [sixty (60)] days before the end of the then-current term. Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within [thirty (30)] days after receiving written notice describing it. Company may terminate this Agreement for convenience on at least [thirty (30)] days' written notice to Vendor.
On termination, Company shall pay for conforming Products delivered and Services performed through the termination date, and each party shall return or destroy the other party's Confidential Information. Articles V, VI, and VII, this Section, and Article IX survive termination.
General Terms
Independent Contractor. Vendor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Vendor is solely responsible for its personnel, their compensation, and all related taxes and insurance.
Limitation of Liability. Except for a party's indemnification obligations, breach of confidentiality, or gross negligence or willful misconduct, neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, and [Vendor's / each party's] total liability under this Agreement shall not exceed [the amounts paid or payable under this Agreement in the twelve (12) months before the claim / $__________].
Assignment. Neither party may assign this Agreement without the other party's prior written consent, except to a successor to all or substantially all of its business that assumes this Agreement in writing.
Notices. Notices must be in writing and delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the mailing addresses stated in the opening paragraph of this Agreement, or to another address a party designates by notice.
Governing Law; Entire Agreement. This Agreement shall be governed by the laws of the State of [_____________]. This Agreement, including Exhibit A, constitutes the entire understanding of the parties regarding its subject matter and may be amended only in a writing signed by both parties. If this Agreement conflicts with any purchase order, invoice, or acknowledgment form, this Agreement controls. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement may be signed in counterparts, and electronic signatures have the same effect as originals.
Exhibit A: Products, Services, Specifications, and Pricing
Products/Services: [____________]. Specifications and quality standards: [____________]. Quantities or minimum order: [____________]. Delivery schedule and delivery location: [____________]. Unit prices and fees: [____________]. Invoicing instructions: [____________].
Signature Requirements
Electronic Signature
This vendor agreement is fully enforceable with electronic signatures under the ESIGN Act and UETA. Authorized representatives of both the company and vendor should sign before the vendor begins fulfilling orders under these terms.
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How to Fill Out a Vendor Agreement
Enter Buyer and Vendor Details
Fill in the legal names, addresses, and primary contacts for both the buying company and the vendor. Include the vendor's tax identification number and any required vendor registration information.
Describe Products or Services
List all products or services the vendor will supply with specifications, part numbers if applicable, and quality standards. If the vendor provides a catalog or price list, reference it as an exhibit to the agreement.
Set Pricing and Payment Terms
Enter the agreed pricing, volume discount tiers, payment terms (Net 30, Net 60, etc.), and any early payment discounts. Specify whether pricing is locked for the term or subject to periodic adjustment.
Define Delivery and FOB Terms
Enter the delivery schedule, lead times, and whether shipping is FOB origin or FOB destination. Specify the carrier, shipping method, and who bears shipping costs.
Set Warranty and Indemnification Terms
Enter the warranty period, remedy for defective goods, and indemnification obligations. Specify the insurance types and minimum coverage amounts the vendor must carry.
Sign and Issue First Purchase Order
Both parties sign and date the agreement. The vendor agreement becomes the governing document, and individual purchase orders are issued under its terms for specific quantities and delivery dates.
Free Template vs Custom Vendor Agreement
| Feature | Free Template | Custom (Professionally Drafted) |
|---|---|---|
| Basic vendor agreement structure | ||
| Pricing and payment terms sections | ||
| FOB, UCC Article 2, and warranty clauses | - | |
| Indemnification and SLA provisionsProduct liability, service levels | - | |
| Attorney review and customization | - | |
| Digital download (PDF/Word)Vendor agreement sample included |
Key Facts About Vendor Agreement Documents
UCC Article 2 governs vendor agreements for sale of goods over $500.
FOB terms determine when risk of loss transfers from vendor to buyer.
Vendor indemnification clause shifts liability for defective products to supplier.
Net payment terms specify number of days vendor allows for invoice payment.
Purchase order serves as binding acceptance of vendor agreement terms.
Key Legal Terms in a Vendor Agreement
When a Free Template Is Not Enough
Free templates cover standard situations, but a professionally drafted vendor agreement accounts for state-specific requirements, unusual circumstances, and enforceability considerations that generic forms miss. If your situation involves significant assets, complex terms, or potential disputes, request a professionally drafted vendor agreement with a custom quote based on your situation.
Vendor Agreement Template FAQ
What is a vendor agreement?
What should be included in a vendor agreement?
What is the difference between vendor and supplier agreement?
How do you negotiate a vendor contract?
What are vendor payment terms?
What is FOB in a vendor agreement?
What is an SLA in a vendor contract?
Can a vendor agreement be terminated early?
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