Vendor Agreement Template

• Created specifically for businesses onboarding vendors to supply goods, services, or both.
• Includes terms covering scope, payment, indemnification, and termination, all in one agreement.
• Includes an independent contractor clause. If you don't have one of these, your business is open to risk if you accidentally misclassify a vendor as an employee.

This vendor agreement template is free to download in Word or PDF format, editable, and you can easily sign your agreement online.

Who It’s For

This template has a fully formed legal form, so you don’t need to pay a lawyer to draft one for you.

• Purchasing and operations managers who want a single agreement they can use with all vendors. This simplifies payment terms, liability, and termination so nothing is inadvertently negotiated away.
• Independent contractors or consultant agencies/firms formalizing things with a repeat customer. Having scope and payment terms documented upfront prevents countless awkward conversations later.
• Startups that need to have vendor agreements in place before they scale. Nothing will slow growth more than not having agreements with your vendors or suppliers.
• Attorneys and compliance professionals who need a template they can give to internal teams. The template is designed to be customizable, so you don’t have to recreate the contract document every time you onboard a new vendor.
• Facility managers or vendors who contract work to cleaners, landscapers, and maintenance workers. Service vendors usually need agreements with independent contractor status and a hold harmless clause with insurance requirements.

What’s Included in the Vendor Agreement Sample

• Description of goods and services to be provided, quantities, and exceptions.
• Payment terms: Net-30, Address to send invoice to accounts payable department.
• Representations and warranties: Supplier reaffirms experience and meets any state statutory requirements.
• Liability: Mutual Non-Indemnification with a provision for gross negligence.
• Insurance: Supplier shall hold and provide evidence of insurance when requested.
• Independent contractor: Supplier represents that they are an independent contractor. No benefits to be provided.
• Termination: Either party can terminate the agreement with a 10-day written notice. Any amounts owed must be paid within 30 days.
• Attorney fees: If there is any litigation between the parties, the prevailing party can recover attorney fees.
• Jurisdiction: All laws governing this contract will be the state you selected.

How to Write Your Vendor Agreement

Sure, the template will provide the framework. But these tips will help you fill in the blanks appropriately.

1. Be detailed when defining the scope

The engagement scope section of your agreement will almost always be the source of contention down the road. "Marketing services" is not a scope; that's a category. Break it out into detailed deliverables. How often? How much? If your vendor is providing products, list them. Include quantities if possible. Note exceptions. The more granular this section is, the less debating you'll have to do later.

2. Align payment terms with how you'll actually work together

If you plan to engage the vendor as you would under a monthly retainer for ongoing services, the default net-30 payment terms on monthly invoices work. If you're doing a project or one-off gig, consider milestones or acceptance of deliverables instead.

Also, if you alter the payment cadence, make sure you revise the invoice approval clause as well. As written, it speaks to "monthly invoices".

3. Select the applicable jurisdiction based on your attorney's location

If you and your vendor are in different states, you need to decide in which jurisdiction any legal action would occur. Default to your state of operation or the location of your legal counsel. Not necessarily where the vendor is located.

4. Edit the notice requirement prior to signing the agreement

Ten days may be sufficient if you work with commodity vendors. But if the vendor you're contracting with has embedded reps or is operationally integrated into your business, you'll need more than ten days to replace them. If it takes you 30, 60, or 90 days to swap out this vendor, increase the notice requirement now. It's much more challenging to ask for more later once the relationship has degraded.

5. Refer to a role, not an individual, as your supervisor

The template speaks to the client staff who will supervise the vendor. Naming an individual person creates responsibility but can cause problems down the road if that person leaves the company or changes roles. Reference a role or department name instead. Think "Head of Operations" or "Accounts Payable".

Documents Often Used Alongside a Vendor Agreement

• Non‑Disclosure Agreement (NDA): Use this to protect pricing, product specs, processes, or any confidential info you share with the vendor before or during the relationship.
• Master Service Agreement (MSA): If you expect ongoing work with changing scopes, set the legal terms once in an MSA and attach purchase orders or statements of work later. It keeps future orders fast and consistent.