This Simple Vendor Contract template is designed for use in Indian business transactions where a clear, legally compliant framework is needed for vendor-customer relationships. It is particularly suitable for regular procurement of goods or services where the relationship structure is straightforward and doesn't require complex performance metrics or extensive service level agreements. The document incorporates requirements from Indian contract law, including the Indian Contract Act, 1872, and addresses key commercial terms such as pricing, delivery, warranties, and dispute resolution. It's designed to be adaptable across various industries while maintaining essential legal protections and commercial practicality. This template is most appropriate for mid-sized transactions where a more sophisticated master services agreement isn't warranted but where proper legal documentation is still necessary.
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1. Parties: Identifies the contracting parties with their full legal names, addresses, and company registration details
2. Background: Brief context of the business relationship and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services/Goods: Detailed description of the goods or services to be provided by the vendor
5. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods
6. Delivery and Acceptance: Terms regarding delivery timeframes, acceptance criteria, and inspection rights
7. Term and Termination: Duration of the agreement and conditions for termination
8. Warranties and Representations: Standard warranties regarding quality, compliance with laws, and capacity to contract
9. Confidentiality: Protection of confidential information exchanged during the business relationship
10. Indemnification: Obligations to protect against losses caused by breach or negligence
11. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when the vendor relationship involves creation or use of intellectual property
2. Insurance: Needed for high-risk services or when vendor needs specific insurance coverage
3. Performance Metrics: Include when specific service levels or performance standards need to be maintained
4. Compliance with Specific Regulations: Required when the services/goods are subject to specific regulatory requirements
5. Force Majeure: Important for long-term contracts or when supply chain disruptions are a concern
6. Data Protection: Necessary when personal data processing is involved in the vendor relationship
7. Subcontracting: Include when vendor may need to use subcontractors
8. Training and Support: Required when vendor needs to provide training or ongoing support
1. Schedule A - Scope of Work: Detailed specifications of goods/services, including technical requirements and deliverables
2. Schedule B - Pricing Schedule: Detailed breakdown of prices, rates, and any volume discounts
3. Schedule C - Service Levels: Performance metrics, measurement criteria, and reporting requirements
4. Schedule D - Key Personnel: List of key vendor personnel assigned to provide the services
5. Appendix 1 - Technical Specifications: Detailed technical requirements and standards for goods/services
6. Appendix 2 - Forms and Templates: Standard forms for purchase orders, acceptance certificates, or reports
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