VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_customer_company}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Customer”);

{{f4_name_of_vendor}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its principal place of business at {{f5_address_of_vendor}} (“Vendor”).

The Customer and the Vendor are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. APPOINTMENT AND SCOPE

1.1. The Customer appoints the Vendor on a non-exclusive basis to supply the goods and/or services described below, and the Vendor accepts such appointment.

1.2. The Vendor shall supply only the following (“Deliverables”):
{{f6_exact_description_of_goods_services}}

1.3. Any item or service not expressly stated in Clause 1.2 is excluded.

2. TERM

2.1. This Agreement shall commence on the Effective Date and shall remain in force for {{f7_term}}, unless terminated earlier in accordance with this Agreement.

3. DELIVERY AND PERFORMANCE

3.1. Delivery / performance timelines shall be as follows:
{{f8_delivery_schedule_milestones}}

3.2. Time is of the essence. Delay beyond {{f9_number}} days shall constitute material breach.

3.3. All Deliverables shall strictly conform to specifications and applicable laws.

4. FEES AND PAYMENT

4.1. The total consideration payable shall be INR {{f10_amount}} (exclusive of applicable taxes).

4.2. Payment shall be made within {{f11_number}} days from:
(a) receipt of valid tax invoice; and
(b) acceptance of Deliverables.

4.3. No advance payment shall be payable unless expressly stated below:
Advance (if any): {{f12_amount_or_nil}}

5. TAXES

5.1. The Vendor shall be solely responsible for all taxes, statutory dues, and compliances applicable to it.

5.2. The Customer may deduct taxes at source as required by law.

6. WARRANTIES AND REPRESENTATIONS

6.1. The Vendor represents and warrants that:
(a) Deliverables shall be new, original, and free from defects;
(b) Deliverables shall not infringe any third-party rights;
(c) it has all licenses, permits, and approvals;
(d) performance shall comply with all applicable Indian laws.

6.2. These warranties shall survive termination for 3 years.

7. INSPECTION AND ACCEPTANCE

7.1. The Customer shall have {{f13_number}} days from delivery to inspect and accept or reject Deliverables.

7.2. Rejected Deliverables shall be replaced at Vendor’s cost within {{f14_number}} days.

8. CONFIDENTIALITY

8.1. All technical, commercial, financial, and operational information disclosed is Confidential Information.

8.2. Confidentiality obligations survive termination for 5 years.

9. INTELLECTUAL PROPERTY

9.1. All intellectual property created specifically for the Customer under this Agreement shall vest exclusively in the Customer.

9.2. The Vendor irrevocably assigns all such rights without further consideration.

10. INDEMNITY

10.1. The Vendor shall indemnify and hold harmless the Customer against all losses arising from:
(a) breach of this Agreement;
(b) defective Deliverables;
(c) IP infringement;
(d) violation of law.

11. LIMITATION OF LIABILITY

11.1. Vendor’s aggregate liability shall not exceed {{f15_liability_cap}}.

11.2. This limitation shall not apply to:
(a) fraud or wilful misconduct;
(b) IP infringement;
(c) confidentiality breach.

12. TERMINATION

12.1. The Customer may terminate immediately upon:
(a) material breach;
(b) delay beyond Clause 3.2;
(c) insolvency of Vendor.

12.2. Either Party may terminate without cause upon {{f16_notice_period}} written notice.

13. CONSEQUENCES OF TERMINATION

13.1. The Vendor shall:
(a) cease all work;
(b) return all Customer property;
(c) refund unearned amounts within {{f17_number}} days.

14. NON-SOLICIT

14.1. During the term and for 12 months thereafter, the Vendor shall not solicit Customer’s employees or clients.

15. FORCE MAJEURE

15.1. Neither Party shall be liable for events beyond reasonable control, excluding payment obligations.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by the laws of India.

16.2. All disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f18_city_india}}
Language: English.

16.3. Courts at {{f19_city_india}} shall have exclusive jurisdiction for interim relief.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding and supersedes all prior arrangements.

18. AMENDMENT

18.1. Any amendment must be in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Customer
Name: {{f20_name}}
Designation: {{f21_designation}}
Signature: _______________________
Date: {{f22_date}}

For the Vendor
Name: {{f23_name}}
Designation: {{f24_designation}}
Signature: _______________________
Date: {{f25_date}}

Vendor Agreement

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