Vendor Service Agreement Example

As a business owner, one of the most important steps you can take towards protecting your interests is to have a vendor service agreement in place. This agreement outlines the terms and conditions that will govern the relationship between you and your vendor, ensuring that both parties are clear on their respective responsibilities.

To help you get started, here is an example of a vendor service agreement:


This service agreement (the “Agreement”) contains the terms and conditions that will govern the services provided by [Vendor Name] (“Vendor”) to [Customer Name] (“Customer”).


This Agreement will commence on [Start Date] and will continue until [End Date], unless terminated earlier by either party in accordance with the terms of this Agreement.


Vendor agrees to provide the services outlined in the attached scope of work (“SOW”) to Customer in a professional and workmanlike manner, consistent with industry standards.


Customer agrees to pay Vendor the fees outlined in the SOW in accordance with the payment schedule also outlined in the SOW. In the event that Customer fails to make any payment when due, Vendor may, at its sole discretion, suspend or terminate the services provided under this Agreement.

Intellectual Property:

Vendor acknowledges that any intellectual property created in connection with the services provided under this Agreement belong to Customer. Vendor hereby assigns any and all rights, title, and interest in such intellectual property to Customer.


Vendor agrees to maintain the confidentiality of any confidential information provided to Vendor by Customer in connection with the services provided under this Agreement, and not to disclose such information to any third party without the express written consent of Customer.


Either party may terminate this Agreement at any time upon written notice to the other party, provided that termination shall not relieve either party of any obligations incurred prior to the effective date of termination.


Vendor agrees to indemnify, defend, and hold harmless Customer from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with Vendor`s performance under this Agreement.

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to conflicts of laws principles.

Entire Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous negotiations, understandings, and agreements between the parties, whether oral or written.


A well-drafted vendor service agreement can help to ensure that your relationship with your vendor is on a solid footing, and can provide a framework for resolving any disputes that may arise. By taking the time to put an agreement in place, you can protect your interests and ensure that your vendor provides the services you need in a timely, professional, and consistent manner.


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