Supplier Agreement

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Party 1

Name / Company
Individual / Company
Address 1
Address 2
City
State/Province
Zip

Party 2

Name / Company
Individual / Company
Address 1
Address 2
City
State/Province
Zip
What is the effective date for this contract?
A "Contract Year" indicates what dates start and end the year used to project forecasts.

Party 1:
Party 2:
DEFINITION - CONTRACT YEAR - When should the Contract Year begin and end?
Beginning date:
End date:
"Deliverables" are the tangible goods or intellectual property provided under an agreement for payment. "Services" are not goods or deliverables, which are the tangible results of the services. For example, if a consultant is engaged to meet with and better understand a customer's manufacturing system and then provide a written report summarizing how to improve the system, the meeting and understanding would be the services, while the report itself would be a deliverable.

Party 1:
Party 2:
DELIVERABLES (Party-1 Buys) - What are the Deliverables Party-2 will provide to Party-1 pursuant to this Agreement?
A "Forecast" is a document that is an estimate of how many Deliverables the customer wants to buy from the vendor within a particular time frame, and the vendor usually represents that it will be able to supply the forecasted amount of Deliverables. Instead of a non-binding estimate, sometimes the parties make the forecast binding and the customer has to purchase the entire Forecast amount. A "Purchase Order" is a document that is an actual order (not an estimate) for Deliverables, listing the Deliverable type, quantity and delivery date. Purchase Orders are binding and require the customer to purchase the entire amount stated in the Purchase Order.

Party 1:
Party 2:
FORECASTS AND PURCHASE ORDERS (Party-1 Buys) - How often do I want to issue forecasts and purchase orders?
Forecast timing.
Please specify the Deliverable amounts for each Quarter/Calendar Year during the Term.
Purchase Order timing.
How many days for delivery of the Deliverables?
How many days for delivery?
How many days for delivery?
How many days for delivery?
"Exclusivity" or a "Requirements Contract" means that the customer must only purchase a certain kind of Deliverable from the vendor (and not from anyone else) while the Agreement is in effect.

Party 1:
Party 2:
EXCLUSIVITY (Party-1 Buys) - Does Party-1 have to exclusively purchase the Deliverables from Party-2?
Can Party-1 buy other products similar to the Deliverables?
Please describe the products similar to the Deliverables.
Can Party-1 purchase from third parties with lower price offers?
Once a customer takes ownership and title to goods, if the goods are damaged or lost, then that becomes the customer's responsibility. Because of these consequences, the parties usually discuss and agree on the point where ownership, title and risk of loss are transferred to the customer. "Acceptance" is the point after the customer receives the Deliverables and has concluded that the Deliverables comply with the Agreement's requirements.

Party 1:
Party 2:
OWNERSHIP, TITLE AND RISK OF LOSS (Deliverables) (Party-1 Buys) - At what point does ownership, title and risk of loss transfer to the customer?
A fee in this context can take many forms, including a flat fee, the total of the hours/days incurred times the hourly/daily rates, a guaranteed maximum fee, a per Service/Deliverable fee, a per milestone fee, or other arrangement.

Party 1:
Party 2:
FEE (Services/Deliverables) (Party-1 Buys) - What are the fees?
What is the flat fee?
What is the hourly rate for each member of Party-2's personnel?
What is the daily rate for each member of Party-2's personnel?
What is the maximum flat fee?
Hourly rate fee or daily rate fee?
What is the hourly rate for each member of Party-2's personnel?
What is the daily rate for each member of Party-2's personnel?
Please list each Service/Deliverable and fee.
Please list each milestone and fee.
Please list each fee.
"Payment Schedule" means when the vendor will bill the customer. The customer may prefer not to be billed until after acceptance, which is a legal concept that gives the customer a short testing period after receiving goods or services to determine whether or not they are satisfactory. The vendor instead prefers to invoice the customer upon receipt of goods or services, so that the vendor can recognize its revenue sooner.

Party 1:
Party 2:
FEE - PAYMENT SCHEDULE (Party-1 Buys) - What is the payment schedule?
Please specify the percentages and dates/milestones.
Please specify each milestone and the fee amount to be invoiced.
Please specify each fee payment schedule.
The "Warranty Length" refers to how long the Services and/or Deliverables will perform as expected.

Party 1:
Party 2:
WARRANTY LENGTH (Deliverables) - How long should the warranty last?
"Indemnification" and "Limitation of Liability" both focus on parties' responsibilities in disputes. "Limitation of Liability" covers disputes between the parties who sign the agreement. "Indemnification" focuses on a dispute where a third party sues a party who signed the agreement, and the suit was caused by the other signing party's conduct. If this other signing party is required to "indemnify" the first signing party, that means the second signing party will generally pay the legal fees and any damages awarded or settlement amounts. "Claim Elimination" deals with the situation where a third party demands that a customer no longer use a service, deliverable or product because it violates that third party's rights. Under this provision, a vendor is required to eliminate that claim or take other steps.

Party 1:
Party 2:
INDEMNIFICATION (Deliverables) (Party-2 Indemnifies/Sells) - What do I want Party-2 to indemnify Party-1 for?
"Indemnification" and "Limitation of Liability" both focus on parties' responsibilities in disputes. "Limitation of Liability" covers disputes between the parties who sign the agreement. "Indemnification" focuses on a dispute where a third party sues a party who signed the agreement, and the suit was caused by the other signing party's conduct. If this other signing party is required to "indemnify" the first signing party, that means the second signing party will generally pay the legal fees and any damages awarded or settlement amounts.

Party 1:
Party 2:
INDEMNIFICATION (Deliverables) (Party-1 Indemnifies/Buys) - What do I want Party-1 to indemnify Party-2 for?
The "Term" means how long the contract will be in force.

Party 1:
Party 2:
TERM - LENGTH - How long is the term of the agreement?
How many years do I want?
How long?
An "Evergreen" term - also referred to as an "Automatic Renewal" - means that once the term comes to a certain date in the future, it automatically extends for an additional time period or repeated additional time periods until either party sends notice that the term does not renew anymore.

Party 1:
Party 2:
TERM - EVERGREEN - Will the agreement automatically renew or not?
"Termination for Convenience" means a party's right to terminate the agreement at any time for any reason at all (or even no reason), and is usually accompanied by advance written notice.

Party 1:
Party 2:
TERMINATION FOR CONVENIENCE - Do I want to terminate the agreement at any time for any reason or no reason with thirty (30) days prior notice?
A "Subcontractor" is a third party who one of the signing parties wants to perform some of its responsibilities under the Agreement, such as providing a Service or Deliverable.

Party 1:
Party 2:
SUBCONTRACTORS - Can one or both of the parties subcontract any responsibilities?
The "Governing Law" is the particular state or country's laws that you choose to apply to this contract. Often times, the governing law is the state or country within which one or both of the parties have a main office, or where they are conducting business under the contract.

Party 1:
Party 2:
GENERAL - GOVERNING LAW - Which state or country's laws govern this contract?
"Forum", "Venue" or "Jurisdiction" refers to where disputes between the parties must be litigated. Often the parties will still be free to seek injunctions or other temporary relief outside of the forum as they see fit.

Party 1:
Party 2:
GENERAL - FORUM - Which state or country is the forum for this contract?
"Assignment" means the right to transfer the contract, or a right or obligation under the contract, to a third party. Usually, this is prohibited or limited to a third party buying the shares or assets of a party to the contract.

Party 1:
Party 2:
GENERAL - ASSIGNMENT - Do I want both parties to be able to assign this Agreement, just Party-1, or not allow any assignments?

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As Covered On:

Complete Description. This Supplier Agreement covers customers buying goods from an ongoing supply provided by the vendor, and explains the contract year, fiscal quarters, forecasts, purchase orders, ownership, title, risk of loss, fees, warranties, disclaimers, indemnification, term and termination, publicity, and general boilerplate for a supplier agreement.