Vendor Agreement
This Vendor Agreement is made between [Company name] (the "Company") and [Vendor name] (the "Vendor") as of the date of the last signature below.
1. Supply
The Vendor will supply [goods or services] as ordered by the Company from time to time.
2. Prices and payment
Prices are as quoted for each order. The Company will pay undisputed invoices within [30] days.
3. Quality
Goods will match the order and be free of defects; services will be performed with reasonable skill and care. The Vendor will fix or replace anything that falls short.
4. Independent contractor
The Vendor is an independent contractor, not an employee, partner or agent of the Company, and is responsible for its own taxes, insurance, tools and workers.
5. Insurance
The Vendor will carry liability insurance appropriate to the work and will show proof of it on request.
6. Confidentiality
Each party will keep the other's non-public information confidential, use it only for this agreement, and return or destroy it on request. This duty continues for [three years] after this agreement ends.
7. Responsibility for claims
Each party will cover the other for claims by third parties to the extent they are caused by its own negligence or its breach of this agreement.
8. Liability
Each party's total liability under this agreement is limited to the amounts paid or payable under it, and neither party is liable for indirect or consequential loss. Nothing here limits liability that cannot be limited by law.
9. Ending this agreement
Either party may end this agreement on [30] days' written notice, or immediately if the other materially breaches it and does not fix the breach within [10] days of notice. Amounts due for work done up to the end date remain payable.
10. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.