VENDOR AGREEMENT

This Vendor Agreement (hereinafter referred to as “the Agreement”) is made on [THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE NAME OF THE VENDOR], having registered office at [INSERT THE ADDRESS OF THE VENDOR] (hereinafter referred as the “Vendor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT THE NAME OF THE CLIENT], having registered office at [INSERT THE ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Vendor and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Vendor is in the business of providing [INSERT THE LIST THE SPECIFIC PRODUCTS TO

BE PROVIDED BY THE VENDOR] (the “Product”).

1. The Client desires to obtain the [INSERT THE PRODUCTS OFFERED BY THE VENDOR] of the Vendor.
2. Both the parties wish to evidence their contract in writing.
3. The parties are duly authorized and have the capacity to enter into this contract.
4. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

• 1. SCOPE OF SERVICES
     1. The Vendor agrees to provide the following product(s) to the Client:
        1. [INSERT THE SPECIFIC PRODUCT(S) TO BE SUPPLIED BY THE VENDOR]
  2. DELIVERY
     1. The Vendor shall deliver the Products to the Client on [INSERT THE DATE ON WHICH VENDOR SHALL DELIVER THE PRODUCTS TO CLIENT] at [INSERT THE LOCATION WHERE PRODUCTS WILL BE DELIVERED]. The Products shall be deemed delivered when the Client has accepted delivery at the above-referenced location.
  3. TERM
     1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
  4. TIME IS OF ESSENCE
     1. The Parties acknowledge that the timely performance of all obligations under this Agreement is of critical importance. Time is of the essence, and any failure by either party to fulfil its obligations within the required timeframes shall constitute a material default under this Agreement. In the event of a breach by either party, the non-breaching party shall have the right, at its sole discretion, to declare this Agreement null and void, in which case all rights and obligations of the defaulting party shall immediately terminate.
     2. If the non-breaching party elects not to terminate the Agreement, it shall have the right to demand specific performance, requiring the breaching party to fulfil its obligations as outlined herein. Additionally, the non-breaching party retains the right to pursue any and all other legal and equitable remedies available under applicable law, including but not limited to seeking damages for losses incurred as a result of the breach. The non-breaching party shall also be entitled to recover from the breaching party all costs, expenses, and reasonable attorneys' fees incurred in enforcing the terms of this Agreement or pursuing any remedy arising from such breach.
     3. This clause shall not be construed as limiting any other rights or remedies available to either party under this Agreement, at law, or in equity.
  5. PAYMENT
     1. In consideration for the products the Client shall pay the Vendor a maximum amount of [INSERT THE CONSIDERATION TO BE PAID TO VENDOR BY CLIENT]. The Consideration shall
     2. be due and payable upon the Vendor providing the Client with an invoice.
     3. The client agrees to pay the amount mentioned in the invoice within [INSERT THE NUMBER OF DAYS WITHIN WHICH CONSIDERATION SHALL BE PAID TO VENDOR BY CLIENT]
     4. business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
  6. CONFIDENTIALITY
     1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram, (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually).
     2. Confidential Information shall not include any information that: (i) is or becomes generally
     3. known to the public without either Party’s breach of any obligation owed to the other Party;
     4. (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
     5. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
     6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
  7. TERMINATION
     1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
        1. this Agreement provides a specific date or period for performance of the obligation breached; or
        2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
     2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
     3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
  8. INDEMNIFICATION
     1. The Parties indemnifies and shall hold indemnified the other party, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or any obligations arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, taxes, Excise and Import duties, etc.
  9. MODIFICATIONS
     1. Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
  10. DISPUTE RESOLUTION
      1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
      2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
  11. APPLICABLE LAW
      1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT STATE/COUNTRY WHOSE LAWS WILL BE APPLICABLE] irrespective of where the Work is used.
      2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner:
         1. By direct negotiations between the Vendor and Client.
         2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
  12. INDEPENDENT CONTRACTOR
      1. The Vendor acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint ventures of the Client. The Client will provide the Vendor with the details of the Services it wants the Vendor to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Vendor and which it owes to the Vendor in regard to the services rendered by it to the Client.
  13. DISCLAIMER
      1. THE PRODUCTS ARE SOLD ‘AS IS’. THE VENDOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  14. LIMITATION OF LIABILITY
      1. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOSS BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
  15. FORCE MAJEURE
      1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
  16. NON DISPARAGMENT
      1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
      2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
  17. NOTICES
      1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is[INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED ]Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED]. Business Day following resumption of regular postal service:
      2. If to the Vendor: [INSERT THE EMAIL ID OR/AND ADDRESS OF VENDOR]
      3. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
      4. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
  18. MISCELLANOEUS
      1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
      2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
      3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
      4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.
      5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
      6. Amendments and Assignments: Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
      7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
  19. DECLARATION
      1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Vendor

Name: [INSERT THE NAME OF VENDOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH VENDOR SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]