Drafting a Vendor Agreement

A Vendor Agreement is the document entered into with any particular vendor for any particular service. It can be a vendor on an online portal, or a vendor providing services through another entity. Similar to an SLA, a vendor agreement defines the terms on which the relationship is built.

Contents of a Vendor Agreement:

A vendor agreement usually contains the following clauses

  • Name and details of the parties.
  • The business relation between the parties and the services provided (including whether it is online or offline).
  • The conditions and details associated such as how the service is provided.
  • Other details of the service such as how information is shared with the vendor, the turn around time for the vendor, etc.
  • Specifications of quality of the goods / services to be provided, including details of the returns / refund policies of the vendor if it’s an online vendor on a platform.
  • Representations and warranties by the vendor and the company.
  • The damages for breaches of the agreement.
  • Term and termination.
  • Consideration - how the payment to the vendor would work.
  • Dispute resolution clause.
  • Governing law of the agreement and governing law of the dispute resolution clause.
  • Other general terms such as sever-ability, waiver, survival of clauses, etc.

Do you need it?

If you are availing any service through a third party and are selling it as a package on your portal, or are tying up with one particular service provider for any service, say pick up and transit of all your orders or something along those lines, you would require a vendor agreement.

Alternatively, if you are selling your goods / services on an online portal, it would be prudent for you to enter into an agreement with the portal.

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