Vendor Contract Template
Base contract structure for formally onboarding vendors
Purpose
Provide a base structure that Legal and Purchasing use to draft vendor contracts, ensuring the applicable Vendor Clauses and Terms and Conditions for Vendors are incorporated.
Scope
Applies as a starting point for contracts with vendors classified as Medium, High or Critical. Legal adjusts the template according to the specific nature of the service.
Contract Structure
[Service Agreement / Supply of Goods] Contract
Between [Organization's Legal Name], with tax ID [●], hereinafter "the Organization", and [Vendor's Legal Name], with tax ID [●], hereinafter "the Vendor", it is agreed:
Clause One – Representations
Each party represents its current legal existence, the capacity of its representatives to sign the contract, and that it has completed the Vendor Onboarding Form where applicable.
Clause Two – Purpose
Description of the goods or service to be provided, with reference to the Purchase Request that originated the contracting.
Clause Three – Vendor Obligations
Service-specific obligations, plus the general obligations incorporated by reference from the Vendor Clauses (confidentiality, intellectual property, data protection, information security, legal compliance and anti-corruption, subcontracting, service levels, audit, liability, termination) and from the Terms and Conditions for Vendors applicable to the service's domain.
Clause Four – Organization Obligations
Timely payments, delivery of the necessary inputs or access, and communication channels for support or incidents.
Clause Five – Value and Payment Terms
Total value or rates, invoicing conditions and payment terms.
Clause Six – Term and Validity
Start date, duration and renewal or extension conditions.
Clause Seven – Intellectual Property
The Intellectual Property clause of the Vendor Clauses is incorporated in full.
Clause Eight – Data Protection and Information Security
The corresponding clauses of the Vendor Clauses and the applicable DIA and CIP domain Terms and Conditions are incorporated.
Clause Nine – Service Levels (SLA)
Availability indicators, response times and penalties for non-compliance, where applicable.
Clause Ten – Subcontracting
Conditions under which the Vendor may subcontract, in accordance with the corresponding clause of the Vendor Clauses.
Clause Eleven – Termination
Grounds for early termination, including breach of the Vendor Clauses or the Terms and Conditions, and the procedure for returning information and assets.
Clause Twelve – Dispute Resolution and Governing Law
Direct settlement mechanism and, failing that, the forum and governing law agreed by the parties.
Clause Thirteen – Notices
Contact details and valid means for notices between the parties.
Signatures
Space for the signatures of both parties' legal representatives, with the date and place of signing.
Monitoring and Review
Legal reviews this template annually, or sooner if the Vendor Clauses, the Terms and Conditions or the applicable regulations change.