Preferred vendor contract template

Another term for these documents is a vendor agreement letter. Vendors are people or organizations supplying goods or services to a company. Though they can provide these services to consumers as well like wedding vendors, for instance. On top of that, there are street vendors as well. There are also tradeshow vendors, and there are software vendors too. Companies and individuals who provide these services and products are also known as suppliers.

This document clearly outlines the goods or services required. Beyond that, this order form will state the relevant price, delivery date, location, and time. You might run a vending company that provides these contracts, or you might be a company that creates these documents for vendors.

Either way, vendor agreements are essential in defining the parameters of the products or services being supplied. You could be utilizing a consignment vendor contract or a software vendor agreement, for instance.

But no matter what, there should always be a thorough provision that clearly outlines the specifics involved with the products or services being provided. There must be a clause in all vendor agreements that provides a detailed breakdown of product or service costs. Beyond that, it should clarify when payments are due, who is being paid, and also outline the payment terms. Any expense for any special packaging or any special delivery requested by Preferred Vendor shall be borne by Preferred Vendor.

Acceptance of Shipments. Preferred Vendor shall have five 5 business days from the date of arrival of the shipment of the Products at the applicable Destination to inspect the Products and notify Distributor in writing of any discrepancies with respect to such Products, including but not limited to any discrepancies in the quantity or quality of the Products.

Products with respect to which Preferred Vendor does not notify Distributor of any discrepancies in writing shall be deemed accepted by Preferred Vendor. Distributor shall have the right at any time to add or delete Products.

Should Distributor want to make any changes to the Products, it shall first notify the Preferred Vendor at least three 3 calendar days before the change is implemented. Notwithstanding the foregoing, for changes required by regulatory or certification authorities or otherwise deemed necessary by Distributor for any reason, including health, safety, welfare, technology intellectual property, trade secret, competitive, materials sourcing, or other matters, Distributor will notify Preferred Vendor at least one 1 calendar day before the change is implemented.

Such license shall immediately terminate upon the expiration or termination of this Agreement. Preferred Vendor shall strictly comply with all standards of use for the Manufacturer IP and must at all times display appropriate trademark and copyright notices as instructed by Distributor. Preferred Vendor shall not acquire any right, title or interest under this Agreement in any patent, copyright, Manufacturer IP or other intellectual property right of any kind of either Manufacturer or Distributor.

No implied license, patent, copyright or other intellectual property right of Manufacturer or Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Preferred Vendor shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Manufacturer IP, patents, copyrights or other intellectual property of either Manufacturer or Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Manufacturer or Distributor or the sale of any Products.

Preferred Vendor Marks. Distributor shall strictly comply with all standards of use for the Preferred Vendor Marks and must at all times display appropriate trademark and copyright notices as instructed by Preferred Vendor. Distributor acknowledges and agrees that the Preferred Vendor Marks and other intellectual property provided to Distributor by Preferred Vendor, if any, are the sole and exclusive property of Preferred Vendor.

Distributor shall not acquire any right, title or interest under this Agreement in any patent, copyright, Preferred Vendor Marks or other intellectual property right of any kind of Preferred Vendor. No implied license, patent, copyright or other intellectual property right of Preferred Vendor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Distributor shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Preferred Vendor Marks, patents, copyrights or other intellectual property of Preferred Vendor or the goodwill associated therewith or that will tend to prejudice the reputation of the Preferred Vendor.

Sale of Counterfeit Products. Preferred Vendor agrees that the knowing or unknowing distribution of Counterfeit Products will cause irreparable harm to Distributor and Manufacturer. The knowing or unknowing sale of Counterfeit Products by Preferred Vendor is subject to immediate termination of this Agreement under section 7 A. Indemnity Obligations for Intellectual Property Infringement. Preferred Vendor shall reasonably cooperate with Distributor, its insurance company and its legal counsel in its defense of such Claims.

Notwithstanding the foregoing, this indemnity shall not apply or cover any Claims based upon any infringement or alleged infringement of any patent, trademark or copyright resulting from the alteration or unauthorized use of any Manufacturer IP or Products by Preferred Vendor or a Preferred Vendor representative or the combination of any Products with any other products or the combination of any Manufacturer IP with any other mark, if such infringement claim would have been avoided but for such alteration, combination or unauthorized use by Preferred Vendor or any Preferred Vendor representative.

This indemnity shall not cover any Claims in which Preferred Vendor fails to provide Distributor with prompt written notice of the Claim which lack of notice materially prejudices the defense of the Claim. Preferred Vendor agrees to defend, indemnify and hold harmless Distributor from and against any and all Claims brought or alleged by a third party based upon any infringement or alleged infringement of any patent, trademark or copyright resulting from the alteration or unauthorized use of any Manufacturer IP or Products by Preferred Vendor or a Preferred Vendor representative or the combination of any Products with any other products or the combination of any Manufacturer IP with any other mark, if such infringement claim would have been avoided but for such alteration, combination or unauthorized use by Preferred Vendor or any Preferred Vendor representative.

Preferred Vendor shall indemnify Distributor for the sale of any Counterfeit Products, including loss of sales, loss of profits, and loss of reputation. Distributor shall reasonably cooperate with Preferred Vendor, its insurance company and its legal counsel in its defense of such Claims.

This indemnity shall not cover any Claims in which Distributor fails to provide Preferred Vendor with prompt written notice of the Claim which lack of notice materially prejudices the defense of the Claim. Notwithstanding anything herein to the contrary, in addition to all other rights and remedies available at law or in equity, Distributor hereby agrees to defend, indemnify and hold harmless Preferred Vendor from and against any and all third party Claims i arising out of any defects in any Products existing at the time such Products are sold by Distributor to Preferred Vendor, or ii arising out of the negligent acts or omissions or willful misconduct of Distributor, its employees, agents or representatives with respect to the Products or its performance of this Agreement.

This indemnity shall not cover any Claims in which Distributor fails to provide Preferred Vendor with prompt written notice which lack of notice prejudices the defense of the Claim. Settlement of Claims. In no event shall a party seeking or entitled to indemnification from a Party hereunder settle, compromise, agree to a judgment or take any similar action with respect to any Claim without the written consent of the Party from whom indemnification is sought.

Termination for Breach. FirstName] [Sender. LastName] [Sender. This agreement by and between [Client. LastName] Client and [Sender. LastName] Vendor shall commence on [Agreement. CreatedDate] will be considered agreed and valid upon signature by both parties. The scope of engagement portion of this vendor agreement template provides both parties an area to acknowledge any and all terms in regard to the services the vendor will provide. The Vendor will supply the following goods or services to the client, pursuant to the terms of this vendor agreement:.

The Vendor hereby represents that they have the expertise, knowledge and experience needed to provide the goods or services outlined in this vendor agreement. The vendor agrees to uphold all laws and legal requirements of the state of [Commission. The Vendor shall indemnify, defend, and hold the Client and its representatives harmless for any loss or damage.

Furthermore, the Client agrees to hold the Vendor harmless against any loss or damage, save in cases of gross misconduct or negligence by the Vendor or its representatives.