Draft and Review Asset Purchase Agreements in University City

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What is a Vendor Contract?


A vendor contract is any legal agreement you have between you and one of your vendors or suppliers. These can be for goods or services. It is always smart to have these agreements in writing for your protection.

What are the key terms of a Vendor Contract?


Goods and Services: clause that outlines what you are buying from the vendor.


Pricing and Payment Terms: clause that lays out how much you are paying and when and how it is due.


Term and Termination: section that defines the length of the contract and how you get out of it, if needed.


Confidentiality: section that outlines how confidential information is treated.


Limitation of Liability: section that outlines what liability the vendor has if something goes wrong with the goods or services they are providing.


Indemnification: section that outlines obligations for the party or parties to cover losses if one of the parties does something that causes harm or causes a third party to sue you.


Dispute Resolution: section that outlines what happens if there is a breach of contract.

What issues to keep in mind?


Confidential Information – Make sure you address confidential information with your vendors in your contract and in a separate Nondisclosure Agreement or Confidentiality Agreement. Many vendor relationships involve the disclosure of sensitive business information which you do not want to get in the hands of a competitor.

Limitation of Liability, Indemnification, and Dispute Resolution – Make sure these sections are carefully considered and reviewed. Things are bound to go wrong in business relationships, and there needs to be clear language that states who is liable, who will be covered, and how any dispute will be resolved.


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