Vendor Agreement
Effective date: [Date]
This Vendor Agreement is entered into by and between [Customer legal name], [address and entity details] (“Customer”), and [Vendor legal name], [address and entity details] (“Vendor”), together the “Parties.”
1. Parties, Products, and Ordering
[Legal entities, products or services, order process, contacts, territory, and effective date.]
2. Vendor Responsibilities and Service Levels
[Support hours, response and resolution targets, service credits, maintenance, and reporting.]
3. Pricing, Invoicing, and Taxes
[Price list, currency, renewal, invoice evidence, tax, payment, and dispute window.]
4. Delivery, Inspection, and Warranty
[Delivery point, title and risk, inspection, defect remedy, warranty period, and returns.]
5. Security, Privacy, and Subprocessors
[Data roles, security baseline, breach notice, subprocessors, audit evidence, and deletion.]
6. Intellectual Property and License
[Vendor background IP, customer data, deliverable ownership or license, open-source disclosures, and restrictions.]
7. Confidentiality and Publicity
[Confidential information, permitted publicity, references, and approval for logos or announcements.]
8. Business Continuity and Insurance
[Recovery objectives, disaster testing, escrow or exit assistance, insurance limits, and force majeure.]
9. Audit, Compliance, and Records
[Regulatory compliance, records retention, audit notice, corrective action, and subcontractor flow-down.]
10. Term, Termination, and Transition
[Convenience or cause termination, cure, data return, transition support, accrued fees, and survival.]
11. Signatures and Schedules
[Authorized signatories and incorporated schedules.]
Signatures
Customer
Name: [Name]
Title: [Title or capacity]
Signature: ____________________
Date: [Date]
Vendor
Name: [Name]
Title: [Title or capacity]
Signature: ____________________
Date: [Date]
Legal notice: Procurement, data protection, sector regulation, product liability, and insurance requirements must be tailored by counsel.